The Frog and the Scorpion
by elbowface
Summary: Genderbender. What if Lex Luthor had been born a woman? How would that have changed her relationship with Clark Kent? Will they share a great love story, or are they doomed to be bitter enemies? AU series featuring a female Lex.
1. Chapter 1

Title: The Frog and the Scorpion

Status: work in progress

Author: elbowface

Rating: R -- just to be safe; although the first 10 chapters or so will be fairly tame.

Keywords: Alternate Universe

Series:

Disclaimers: Smallville and concepts aren't mine. Some of the show's episodes may be taken slightly out of order, for creative purposes. And while the earlier chapters will probably follow the tv show's canon somewhat closely to start, you can expect the chapters to start drifting radically different from the show as the piece progresses.

All comments are welcome, including flames: our critics are our friends.

Please do not sue: I own nothing.

**Chapter 1: Pilot**

1989

Leo Luthor was fascinated. She didn't understand half of what her Daddy and the other men were talking about, but nevertheless, she was fascinated.

Why did her Daddy need to sign so many copies of that big, thick, document? What was due diligence? Indemnification?

Someday, she promised herself, she'd know the answers to all of these questions.

_help me_

The voice was very weak, but it was calling for help and she couldn't ignore it. She went the direction of the cry, which led her into the nearby cornfield.

_help . . ._

She hurried faster to investigate.

She heard her Daddy call out, "Leo! Leo! Cleopatra Luthor! Come back here!"

But the boy, she was sure it was a boy, was so close. She could almost feel him.

"Le -- !"

When his voice cut off, Leo ran back towards her Daddy. As she turned, she heard a loud whining sound, then a crash that made the earth shake beneath her feet.

With difficulty, from the corn and from her asthma -- and how she wished she didn't have asthma! -- she made it to where her Daddy lay, unconscious. Just then, another crash, and this time she saw it -- a huge rock fell from the sky, landing just on the other side of the next row of corn.

There was no time to waste. She knew she'd never make it back to the factory. And the other men were probably gone anyhow, with rocks falling from the sky. Once she'd calmed down enough to remember the flight in, she figured out which direction the road was. She just hoped she'd find someone with a car.

**----------------------------------------------------------------------------------------------------**

Jonathan Kent had to get home. He had to drive carefully (not easy with meteors landing all around him) and he had to drive quickly. His own pickup had been flipped over by a near meteor strike, and he had been forced to borrow Fred's, who had not been as lucky to survive the near miss. Beside him, Martha held on to the strange little boy they'd found. The . . . pod that had been near him was in the bed of the truck. He just thanked God that Fred kept a blanket in his truck. Instead of seeing the glint of metal in his peripheral vision, all he saw was the plaid of the blanket.

Next to him on the bench seat, Martha soothed the strange little boy they'd found, whom they'd wrapped in the red blanket from their own, now ruined, truck.

Jonathan became thankful that he'd been driving so carefully when a little orange-haired girl in a green dress ran out into the road.

He stopped, killed the engine, and looked over at Martha. "Seems to be the day for lost children."

"At least this one's dressed," she said wryly as Jonathan got out of the truck. "We ran out of blankets."

"What's wrong?" Jonathan asked her when he got close enough.

"It's my Daddy. He's been hurt."

"Take me to him."

The little girl led Jonathan into Riley's field, to where a man about Jonathan's age, in an obviously-expensive suit, lay unconscious. "I would have called someone, but Daddy changed the combination on his briefcase again, and I haven't figured out the new one."

Jonathan knew he should check for spinal injuries before picking the man up, but they could be flattened by a falling rock at any time, so there wasn't much time for formalities. He took the man's right shoe off, handing it to the flummoxed girl, and ran a thumb up the man's sole. The man's face twitched, but there was no other response, which was good enough for Jonathan.

He picked the man up and together, he and the little girl walked back to the truck.

Once they were close to the truck, Martha and the little boy got out.

"I'm going to have to lay him down on the seat next to me. So you . . . ," he paused while he tried to figure out what to call the little boy, "and the kids'll have to ride in the bed."

She nodded and took the little girl's hand. Knowing that Martha had it under control, Jonathan worked on settling the man in on the seat of the cab, feet toward Jonathan, head toward the door. Wishing he could have safely fastened the man down, Jonathan closed the door of the cab and walked around the back of the truck, where Martha was sitting in the bed, holding the little boy, the little girl sitting next to her.

He continued his walk to the driver's side door, and started the truck back up.

Martha leaned back against the pod, hoping the weight of her body would hold the blanket in place.

"So what's your name, sweetie?" Martha said to the little girl.

"Leo Luthor," she said in a strangely mature tone of voice.

"I'm pleased to meet you, Leo. I'm Martha Kent."

"Is the little boy your son?"

Martha sighed. "No. We found him by the side of the road. We don't know who his parents are." _But I wish he was my son,_ she added silently.

"I'll ask my Daddy. He can help you," she answered as her eyes locked with the little boy's. Then, the little boy smiled at her, reaching out to caress her cheek lightly.

Martha wasn't sure how to respond to this. "Thank you," was all she could come up with.

They arrived at the hospital and Jonathan carried the man, _Lionel Luthor?_ Martha wondered silently, into the hospital.

After a moment of internal debate, Martha lowered the tailgate, and she, Leo, and the boy followed.

-----------------------------------------------------------

The hospital was a madhouse. The regular triage window was closed. The sheer number of injured people between the door and the window made using the window completely impractical.

After Jonathan had gone off in search of someone, Martha was approached by a woman in a white lab coat. "May I help you?" She looked from Martha to the naked boy in the blanket.

Unconsciously, Martha held the little boy tighter. "My husband's here somewhere, looking for help. This little girl's," she indicated Leo, "father was injured."

The woman crouched down near Leo and took a pad out of her pocket. "First, give me your father's name."

----------------------------------------------------------------------

After pacing around for a couple of minutes, Jonathan finally found a man in a lab coat.

"Here, let me get a gurney," the man said as he disappeared into the back room. He returned a moment later, and Jonathan laid his burden down.

"I don't know who this guy is. His daughter flagged us down. But I checked for a Babinsky's reflex and he doesn't have one, so I'm pretty sure his spine's all right."

"Where is she?"

Jonathan looked around, "Over there somewhere."

"What color hair does she have?"

"Red."

"Ah. I think I see her."

He disappeared into the crowd and returned a moment later, dragging Martha, the little boy, the little girl, and a woman in a lab coat behind him.

"This is Mr. Luthor?" The woman asked as the girl ran forward.

"Daddy!" She almost shouted, running to the prone figure of her father.

The man in the lab coat looked astonished as he looked from Martha to the little girl and back. "And you're . . ."

"Martha Kent."

"Another radiation burn just walked in," the man sighed as he headed for the sliding doors that led to the emergency room.

After he disappeared, the woman in the lab coat said, "I'll transcribe the information on Mr. Luthor to a chart and look him over before transferring him up to a room. Then I'll call Mrs. Luthor. Unfortunately, every available space we have is taken up right now, so we don't have any room for Leo . . ."

"Don't worry." Martha assured her. "We'll take her home with us. You can call us to bring her back when Mrs. Luthor gets to town. Here's our number."

Jonathan knew that Martha had a frustrated maternal instinct, but this was getting ridiculous. "And what about the boy?" he asked.

Martha's eyes shot to him.

"What about him?" The woman asked. "I thought he was your son."

"No. We just found him out there in the storm. I suppose his people are looking for him."

"Oh. Well, you don't mind taking him for a while, do you? I'll have Melinda call Social Services and a social worker should be out to see you tomorrow," she looked around, "or the next day," she added dubiously.

Jonathan pursed his lips, but couldn't come up with an argument to this. He nodded curtly. "That'll be fine."

Then he hustled the other three back to the truck.

-------------------------------------------

The first words Lionel heard upon waking were, "Mr. Luthor's in no shape to be receiving any visitors."

"Let Mr. Luthor be the judge of that," Lionel croaked.

Moments later, two African-American men burst through the door. "We've changed our minds about the sale, Luthor."

"I'm afraid it's too late," Lionel's voice was getting stronger by the moment, "the definitive agreement's been signed, and can only be terminated if . . . "

"But you wandered off before signing all of the copies of the agreement. Duncan's copy . . . ."

"I have all of our signatures on my copy, which is safe in my briefcase," he blustered, hoping that his briefcase was still safe, "so I'm afraid it'd be up to you to prove that the three of you didn't just sign a blank sheet and affix it to the back of one of your copies. If you try to get out of that, I will sue you for breach of contract. Good afternoon," he dismissed them.

The two men were to the door when Lionel stopped them, "Oh, and I'm going to look into that attractive nuisance in your neighbor's cornfield."

"I don't know what you're talking about."

"That little crucifixion scene. Or is that your own property? If so, I'm sure the police will enjoy investigating. Have a nice day, gentlemen."

The two men left, and, sure he wouldn't be hearing any complaints about his offering price again, Lionel slept.

------------------------------------------------------

It was late by the time Lillian Luthor arrived at the Smallville Medical Center. Lionel had been asleep, and the staff wanted to keep him over night for observation. They thought he only had a sprained ankle and a slight concussion, but some people were coming in with strange symptoms from the meteor shower, and they didn't want to release him until they were certain that he wouldn't require further treatment.

So it was that Lillian came to be driving up the road to the butter-yellow farmhouse. She hadn't been able to call ahead, the phone lines had been down, but she was certain that she was in the right place when she saw the sign hanging above the gate reading _Kent Farm_.

She walked to the door and, mindful of the late hour, knocked softly.

A moment later, a woman with red hair opened the door. It was, strangely, almost like looking in a mirror. "Mrs. Kent?" she asked.

"Yes. Oh! You're Mrs. Luthor, aren't you? Won't you come in."

Mrs. Kent stepped out of the way, and suddenly, 60 pounds of nine-year-old girl nearly bowled her over. "Mother!" Leo cried, holding on tightly.

Lillian finally let out the breath she hadn't realized she'd been holding. Reunited with her baby. Their relationship wasn't always a smooth one, but she loved Leo, and would do anything for her.

"Get anything you brought with you. They're keeping Daddy, so we'll go get a hotel room in town for tonight."

"Oh! You don't need to do that!" Martha hastened to say. "In fact, the Smallville Arms might not even be open, considering all that's happened. Our second bedroom has a double bed in it. You can sleep there."

"What about your son?" Lillian indicated a little boy in a blue shirt playing on the floor.

Something unreadable passed between the elder Kents, and Martha said, "He's not our son. He's sort of a . . . stray I took in. He was wandering around in the meteor shower, and we couldn't see where his folks could be, so we brought him home."

"Mrs. Kent wants to adopt him," Leo said, straightforwardly. "Can you help her?"

Lillian smiled at her daughter. "I know some people in Metropolis Social Services. I'll see what I can do."

-----------------------------------------------

2001

" . . . and that's the entire tour, Miss Luthor," Gabe Sullivan finished.

"Please. Call me Leo. And could you step into my office for a second?"

"Certainly, Mi . . . Leo."

Leo closed the door and buzzed her secretary. "Sylvia, Mr. Sullivan and I will be in a private meeting for the next half hour or so."

"Very well, Miss Luthor."

She turned back to Gabe. "All right. I'm going to be frank with you. My father has sent me here to fix Mr. Rayner's mistakes. He wants this plant making money, and he doesn't care how I go about doing it. If I choose to cut your workforce in half, he'll approve it."

She then raised a hand, forestalling his protest, "I'm not going to do that. I know that would save money now, but we'd lose money in the long run, and we'd irreparably damage the economy of Smallville. So, making this place profitable is going to be a painstaking process. But it'll be well worth the effort."

"My father is a big believer that those who forget history are doomed to repeat it. It's an obsession with him, in fact. The role model of my childhood and youth was Queen Elizabeth I. Her most trusted advisor was Sir William Cecil. You're a good man, Gabe. I've asked around about you. I'm offering you the chance to be my Sir William Cecil, if you're interested."

Gabe's eyes nearly bugged out. "I'd be honored."

Leo smiled. "Good. So, let's get started then, shall we?"

000000000000000000000000

Being this year's scarecrow was the last thing on Clark's mind when he handed his father the permission slip. Despite what he told Pete, he just wanted to do something in school other than help Chloe with the Torch. He liked the Torch but obviously not as much as Chloe. Football probably wouldn't be his greatest obsession either, but Lana being the lead cheerleader didn't hurt.

His father reminding him of his "special abilities" burned like salt on an open wound.

"I'll be careful, dad."

"I know you'll be careful but what if there's an accident?"

_Does he have no faith in me at all?_ He shook his head and looked at his father. "I'd just like to go through the rest of high school without being a total loser."

The look on his father's face upon saying that was a little frightening. His father would look clouded, guarded sometimes, at situations like this and Clark wished that the ability to read minds would magically appear.

Jonathon opened his mouth as if to say something but quickly closed it.

Confronting his father about this right now would only lead to another argument. With disappointment written all over his face, Clark frowned and walked out the door, leaving the unsigned permission slip in his father's hand.

-------------------------------------------------------------

Pete really did look goofy in that silly football helmet of his. It was three sizes too big as well as those shoulder pads, and of course he wasn't jealous.

Well, maybe a little. Thinking about it only made Clark more upset. Watching Whitney and Lana out on the field blowing each other kisses hadn't helped either.

Out of frustration and the need to be as alone as he felt, Clark came to the bridge. He watched as a few tears fell from his cheek and down into the river below.

It was really stupid.

_Sniffling over something as stupid as football. _

But it wasn't just that. Questions unanswered burned inside of him like the tears behind his eyes. He wiped at his face fiercely, trying to regain his composure. He had more immediate concerns…like trying to avoid being hung up as this year's scarecrow.

Clark leaned over the railing of the bridge, looking out into the water. _Keep your head down. Safety in numbers. How the hell am I supposed to find safety in numbers when the other zebras are going to be at the homecoming game?_

_It was bad enough when I knew that Chloe would be covering it for the paper, but now Pete's on the team, and where does that leave me? Hoping that Chester or Eugene get tagged instead of me, because if I'm chosen, I'll really draw attention to myself . . ._

He was distracted by the sound of an oncoming car, only there was something wrong with it. He turned in the direction of the sound to find the car barreling towards him.

The last thing he saw before the pale blue Porsche careened into him was a matching pair of haunted blue eyes.

_Oh darn._

_------------------------------------------------------------------------_

Despite some initial bitterness at her Smallville exile, Leo was determined to make the best of it. She was only 21; there was still ample time to fulfill her destiny.

_I'll make you proud, father, and I'll prove that I'm more of a Luthor than you could ever have imagined._

She felt good about her first day at the plant. There was a spring in her step as she thought about how impressed her father would be when she made the plant profitable. Today, Luthorcorp Fertilizer Plant No. 3, tomorrow the world.

She got into her car, started it up, rolled down the windows, and headed toward the mansion.

About halfway home her car, which she had always had maintained perfectly, started to rattle. She made a mental note to have the mechanic look at it as soon as she got home.

As she drove onto the bridge which marked the halfway point of her drive, a roll of wire fell off a passing truck directly into her path. She pulled her steering wheel sharply to the right to avoid the wire as she slammed on the brakes. The brakes squealed, but it was too late to stop before she hit the guardrail. She made a vain attempt to pull back to the left. Her car continued to swing to the right.

The last thing she saw before she went through the guardrail was the startled green eyes of a teenaged boy.

_Oh shit._

_-------------------------------------------------------_

"Don'tdieonme. Pleasedon'tdieonme."

An unfamiliar voice broke the blackness that surrounded her, and Leo was vaguely aware of hands pressing on her chest, a mouth breathing air into hers. She tried to push them away, to tell them to stop, but her body would not respond to her commands. Instead, Leo belched water out of her lungs in a most unladylike fashion. "I'm not going to die," she finally croaked.

"What?"

"You were begging me not to die. I'm not going to. So you can stop now."

With that, she flopped back down onto the rocks that lined the bank of the river. Coughing, she felt hands guide her onto her back and she forced her eyes open to find the young man from the bridge, dripping wet, leaning over her.

But...how?

She slowly leaned back up. "I could've sworn I hit you."

He looked at her, then back at the spot where they'd gone over. "If you did, I'd be . . . I'd be dead."

"But..." She tried to sit up, to argue. She'd hit him, damn it, the vision of his horrified eyes would haunt her the rest of her days. She'd hit him! She knew she had! "I..."

The sun beating down on them formed a gentle halo around the dark haired figure's head, at least from Leo's dazed perspective. An angel? _Was_ she dead? No, for he grasped her shoulders again, firmly holding her down. "Don't. You almost died, miss. You need to lie still. I'm sure somebody's called the paramedics. You shouldn't move until they get here."

"What about you?" She asked, watching him anxiously. He had to be hurt. Cars didn't hit people going that fast and not hurt them. "You should see a doctor..."

He shook his head. "I'm fine. You didn't hurt me."

His eyes met hers as she stared at him curiously, as if she didn't quite believe that she hadn't hit him, and could he blame her? Her last vision had probably been his eyes, and it would be etched into both of their memories forever. Clark clung to the probability that since she had just drowned, her memory might be hazy. She wouldn't -- couldn't remember that she had hit him. Besides, it was too unbelievable to be true. Too impossible.

Exhaustion began to settle in as Leo felt darkness beckoning. "But you...I could've..."

He smiled a little, a hand brushing over her wet hair. "Try and rest. Just rest."

She let her eyes close, but her brow remained furrowed with confusion. "Could've sworn..."

Clark looked up at the bridge. _Great. My fellow zebras are going to be somewhere else at Homecoming, not that it matters, because apparently I'm not a zebra, I'm a freakin' giraffe._

_------------------------------------------------------------_

When she woke up the second time, it was a paramedic bending over her and not her angelic rescuer. "Just lie still, miss, you're going to be fine. You're lucky Clark was here to pull you out. If not..."

_Clark. So that was his name._

She said it softly, under her breath, testing it out. "Yes, lucky." She added absently, looking for him. "Where is he?"

"Giving his statement to the sheriff." The paramedic helped her sit up, then draped a blanket around her shoulders, guiding her hand up to clasp it tightly. "Over there."

Leo turned to see him, a blanket around his shoulders, talking to a uniformed man with a mustache. The aforementioned sheriff, she presumed. "I'll be back." She informed the paramedic, pushing herself to her feet.

"Hey! You shouldn't be..." the paramedic jumped up and held up a hand in objection, but the young heiress paid him no attention, striding off on unsteady feet, "walking around yet."

Before she could reach her rescuer, a familiar blond man hurried down the embankment, calling out Clark's name as he did so. Leo stopped short, watching silently as he reached the sitting teen. His father, she surmised by the way he checked Clark for injuries, then held his face in his hands before asking, "Son, are you all right?"

A pang of envy stabbed through her as Clark replied, "Yeah, I'm okay" in an attempt to reassure his father. She couldn't think of the last time her father had ever spoken to her in a voice like that, much less touched her so carefully. The truth was, the only time Lionel acted like her father was at photo ops.

Leo couldn't stop herself from taking a step back when Clark's father straightened and looked about angrily, "Who's the maniac who was driving that car?"

He heard a female voice ask, "Mr. Kent?"

He looked over and there was one heart-stopping moment before he realized who he was looking at, all grown up. Her hair was a darker auburn color now, but her skin tone was still ghostly pale, and there was no mistaking the piercing expression of those blue eyes.

"Leo Luthor?"

She smiled and nodded, then looked at Clark, "Oh, my God. When you said, 'Kent,' I didn't realize . . .," her eyes widened. "The last time I saw you, you were . . . ." She held out a hand about hip-height.

"The last time you saw me?"

"Yes. The day of the meteor shower."

"Her father," Jonathan snarled those words, "was injured, and your mother and I took him to the hospital," he finished bitterly.

"Well, thank you, Clark Kent," Leo said, smiling just a little too warmly for Jonathan's comfort, "for saving my life."

Clark blushed, waving off her thanks, clearly uncomfortable. Whether that discomfort came from his father's presence or natural humility, she wasn't sure. Probably a little of both, she suspected.

"I'm sure you would have done the same." he replied.

Watching him stand, Leo found herself fervently hoping that was so. She didn't like the idea of disappointing that newly discovered faith in her. Ironic, that it would come from someone she'd practically just met...and not her own father.

Before Mr. Kent could follow his son, she tried again, "You have quite an extraordinary son, Mr. Kent. If there's any way I can repay -- "

He rounded on her so quickly, she had to force herself not to flinch. She wasn't entirely successful at controlling her reaction, however, and judging by the way he stopped and drew in a slow, calming breath, Mr. Kent had seen it loud and clear.

"Drive slower." He cautioned quietly.

Leo lifted her chin slightly, meeting and holding his gaze, resisting the automatic inclination to protest her innocence. She knew she would have never gone off the road were it not for someone else's negligence but she had the impression Jonathan Kent wouldn't appreciate her attempting to pass culpability on to someone else.

Choosing to stay quiet, she watched the Kents leave and then turned at the sound of the crane as it hoisted her ruined Porsche from the river.

As she watched the men work, her own words came back to her:

"I could have sworn I hit you..."

-------

Predictably, her father's reaction was far different from Jonathan Kent's. Leo awoke to find her housekeeper, Anna Palmer, standing by her bed with the cordless in her hand.

"Your father, Ms. Luthor."

Groggily brushing her disheveled hair away from her face, she accepted the phone and brought it to her ear, squinting at the morning light coming through the large windows. "Hmm...good morning, Dad."

"What were you thinking, Leo!" Lionel demanded without preamble.

Rolling her eyes, the redhead threw back the covers and got out of bed. "Oh, something along the lines of 'I don't want to die'...what do you think I was thinking, Dad?"

"Just tell me...had you been drinking?"

Leo shared an aggravated look with her housekeeper. "Oh yeah, like a fish. I started with a white Russian at lunch and finished up with a Jack Daniels right before I left the plant. Of course I wasn't drinking! Some truck lost a load of barbed wire and I hit it. You can tell your PR department to relax. No scandals will be forthcoming from my little brush with death. Oh, by the way, I'm fine. Thank you for asking."

Hitting the end button, she threw the phone down on the bed and allowed the housekeeper to help her into her favorite silk robe. "If he calls back, tell him I had to go into town."

"Yes, Ms. Luthor." Picking up the cordless phone, the slender brunette started toward the bedroom door. "I had the maid draw you a bath," she smiled gently. "I thought you might like one after yesterday."

Leo smiled back gratefully, "Thank you, Anna, I think a good soak in something other than the river is a brilliant idea."

The housekeeper's smile widened and she added, "I'm very glad you're all right. I'm sure your father feels the same way...Mr. Luthor..."

"I know." Leo's look softened and she nodded once. "I know."

--------

Sinking down into the steaming, fragrant water, Leo rested her head against the soft cushion and closed her eyes. A soft sigh of relaxation escaped her and she settled down, mulling over the events of the previous day.

An image of Clark Kent filled her mind and she smiled.

It didn't seem right that a simple "thank you" was all he'd received for saving her life. It didn't seem adequate to her at all.

Opening her eyes, Leo reached over to pick up her loofah, her smile widening.

It wasn't adequate, but she knew something that just might be.

--------

After breakfast, Leo made a quick trip to a dealership in Metropolis. She could have easily sent someone else, but she knew she had to go herself. The personal touch was important this time, and she just knew she had to be the one to choose. No one else would get it quite right.

The very surprised dealer very nearly fell all over himself in his eagerness to help. Amused, Leo indulged his excessive attentiveness and when she left some time later, she was quite satisfied with her choice.

She only hoped that Clark would be as well.

Leo didn't have to wait long for her answer. It walked into the converted drawing-room-turned-exercise-studio the next day while she was in the midst of her workout. She wasn't performing anything like a specific _kata_, she was just blowing off steam. She'd gotten the report back from her mechanic, and, aside from the shredded seatbelt, which they had no explanation for, nothing was wrong with the car.

Which meant one of two things -- either she had been driving recklessly, which was highly unlikely, or someone **had** tampered with her car, and was paying off her mechanic.

With an unconventional karate yell of, "Shit!" she gave the final board a resounding kick, shattering it, and sending the largest piece soaring through the air towards the door of the room.

Where Clark Kent stood, dumbfounded.

He managed to duck the piece of wood just in time.

"Clark! I'm surprised to see you here. How'd you get in?"

"I slipped through the bars." Clark rushed the explanation so he didn't give her a chance to respond before adding. "If this is a bad time -- "

The redhead laughed, patting her neck with a towel, the motion drawing Clark's eye to the smooth column of her throat. "Oh, no, no, it's all right. I've quite sufficiently finished pounding inanimate objects for the day." She grinned impishly at him, inclining her head toward the rest of the manor. "Walk with me?"

He nodded and waited for her to move before falling into step with her.

"Domo arigato," Leo bowed to her partner before she left the mat.

They began to walk down the hallway together. "You're very good at that," he said.

"Karate? Well, that wasn't really anything, you know. I was just blowing off steam."

"Why?"

"Just . . . stuff," she evaded.

Looking up at the castle, Clark tried to find a proper description. "This is a great place."

Leo laughed again. "Sure, if you're dead and in the market for something to haunt." Leading him through the manor, she continued to glance at him curiously.

Flushing slightly, Clark shrugged. "Well, I meant...roomy."

"It's the Luthor ancestral home, or so my father claims." She shrugged, leading him from the room and up a flight of stairs. "He had it shipped over from Scotland, stone by stone."

Following her, Clark forced himself to look at everything but Leo's shapely ass as they walked up the steep stairs. "Yeah, I remember, the trucks rolled through town for weeks, but no one ever moved in."

"My father had no intention of living here. He's never even stepped through the front door." Leo turned to look at him, stopping on the top step.

Confused by her words, Clark stopped. "Then why'd he ship it over?"

She shrugged. "Because he could." Turning, she started up the stairs again. "You'll find Lionel Luthor does a lot of things just because he can."

"Including shipping his only daughter off to run a fertilizer plant in a small town no one's ever heard of?" Clark asked with a grin.

She looked over her shoulder at him, amusement in her eyes. "Including that."

-------

"So, how's the new ride?" Tossing her towel in a waiting basket, Leo went to get a bottle of Ty Nant. Opening it, she took a slow sip and watched the teen fidget.

Well, that didn't bode well.

Reluctantly, Clark met her gaze. "That's why I'm here."

Not willingly, if his body language was any indication. "What's the matter, don't you like it?" Taking another sip, she felt a twinge of sympathy. It seemed to her that **not** liking it was **not** the problem.

He shook his head, confirming her suspicions.

"No. It's . . . it's great. It's just…my dad won't let me keep it."

"Clark, you saved my life. I think it's the least I can do."

"He says I don't . . . I shouldn't . . . . It's nothing personal. He's just not that crazy about your dad."

Leo nodded. "Figures the apple doesn't fall far from the tree I presume. Understandable."

She dropped her gaze to the framed photograph on her desk. A picture of her mother when she was about Leo's age and her father, who was a few years older, sat on the corner of the desk. Leo picked it up and stared at it for a moment. She loved her mother, and there wasn't a day that went by where she didn't think about her. As her fingers gently caressed the image, she wondered briefly how different her life would be if her mother was still here.

_Would she be proud of me?  
_  
"What about you, Clark?" Putting the picture back, she tilted her head inquisitively, "Did you fall far from the tree?"

Clark shifted, uncomfortable, and she waited patiently, allowing the silence between them to lengthen. She could see something in his eyes, something stirred loose by what she'd said, and she couldn't help but be curious. She couldn't quite put her finger on it, but Clark Kent fascinated her, and she didn't want to stop.

She watched as he crossed the room and held out the keys. She lifted one hand, palm up, to accept them, and smiled. "Don't worry, Clark, we'll deal with this when your dad's had a chance to get to know me and my motives."

Clark's discomfort grew and he took a step back, glancing at the door. "I'd better go...thanks for the truck." He turned to leave before Leo's voice stopped him.

"Would you at least care for a drink before you leave?"

_No harm in that_, Clark decided. "Um, sure. You have any pop?"

She opened the mini-refrigerator under the bar. "Pepsi OK?"

"Sure."

She held out a can of Pepsi. When Clark walked over to take it from her, their fingers brushed.

"What do you think of flying, Clark?" She asked, looking directly into his blue-green eyes.

"Scares me to death. The thought, that is. I've never actually flown anywhere. I've never really been anywhere outside Lowell County, really."

She smiled. "I'll have to take you to Metropolis sometime."

Clark looked at her questioningly.

"You and I are connected now. So, let's drink to our alliance."

"Alliance?"

"Partnership? Synergy?"

"Friendship?" he suggested.

"Friendship."

She clinked her bottle of water against his can of Pepsi and they drank.

---------------------------------------------------------

_To: Background check_

_Run full background check and assemble complete dossier on Clark Kent, currently resident of Smallville, Kansas, adopted ward of Jonathan and Martha Kent. Expedite this and I'll pay a bonus. -LL_

---------------------------------------------------------

Gabe had left hours ago, but Leo stayed to work on trimming the budgets. It was after dark and time to go back to the mansion and get some sleep.

Help me.

Leo refused to let herself be slammed back to childhood. This time, at least, she knew where the sound was coming from. _Damn high-schoolers._

help me.

The voice was getting softer. She had to hurry.

She ran through the cornfield, making a beeline right for the place she knew the poor kid would be, turning on the small flashlight she kept in her purse.

She stopped suddenly as she recognized the figure on the cross. _Clark?_

He lifted his head, the very act a seeming struggle, and looked at her with pained eyes.

"Oh god..." This made it even more imperative that she get him down. The crosspiece was a little high, but she pulled a knife out of her purse and stretched up as far as she could as she sawed through the ropes binding him.

She did her best to cushion his fall. He looked terrible and was cold to the touch.

"Are you okay? Who did this to you!"

"Doesn't matter." He mumbled as the ropes fell free after he dropped from the pole, something falling from his neck as he moved.

"Clark, you need to see a doctor." Leo cautioned, watching with worried eyes as he picked up his clothes.

"I'll be okay." He assured, practically hugging his clothes to his bare chest.

His modesty would have been amusing if she hadn't been so concerned about his health. He'd looked terrible when she'd first found him. He needed to see a doctor. She would have insisted on it, but Clark took the choice out of her hands by running into the field without waiting for her response.

She bit back a curse of frustration and called, "At least let me offer you a ride!" at his retreating form.

Clark didn't answer and, in a few seconds, the tall plants had completely obscured him from view.

Giving her head a shake, Leo turned to go back to her car. The motion of her flashlight's beam traveled over the ground briefly. It illuminated something lying on the black dirt and it caught her eye.

Turning toward it, Leo knelt and picked it up. "A necklace..." Reflexively she glanced back at the pole, automatically picturing Clark there only moments before. The necklace had been hanging from his neck.

Lifting the green gem by the chain, she eyed it speculatively.

This had potential to be useful...


	2. Chapter 2

**Chapter 2: Metamorphosis**

A Saturday morning in Smallville, it didn't take much work for Leo to find out where her favorite savior had gone – the local Farmer's Market. The previous evening's events had weighed heavily on her mind, filling her dreams with images of her finding a dead Clark still hanging from the pole. If she concentrated, she could almost remember the exact sound her mind had supplied when his body hit the ground after she'd untied him. That particular part of the dream had finally driven her from her bed in the early morning hours to sit by the fire in her study, a glass of cognac in hand, her gaze moodily watching the flames.

She didn't understand why the imagery haunted her so, and she reminded herself briskly that Clark was fine. Safe in his bed at home. Unhurt. But the dark thoughts persisted, whispered around the edges of her mind. If she hadn't found him in time, if he'd been up there much longer...

He could have very easily died.

And it was that thought that drove her to seek out the teenager the next day. Someone had put him there. In Leo's mind, that meant they had to account for their actions, and her best chance at finding out who had done it lay in whatever answers Clark could provide her.

-----------------------------------------------------

_So. This is the Smallville Farmer's Market. What does one do at a Farmer's Market? Farm? Market? Er's?_

She was brought out of her reverie by a male voice asking, "Excuse me. Miss Luthor?"

Leo turned and found herself face-to-face with a police officer, "Good morning, Officer . . ."

"Sheriff, ma'am. Sheriff Ethan Waid."

"Yes, of course. How may I help you?"

"I wanted to ask about the driver's side seatbelt in your car. Do you have any idea how your seatbelt got torn up like that?"

She smiled widely and lied blatantly, "I could've sworn I saw Clark Kent put a knife back in his pocket after I woke up."

"A pocket knife?" The sheriff tensed up.

"Yes," she paused, running through her memory of Kansas' statutes, "the blade was three, three and a half inches long . . . ."

Sheriff Waid relaxed, "and he sawed through the seatbelt with the knife?"

"Well, he must have, mustn't he? I mean, he hardly could've torn through it with his bare hands." She laughed lightly.

The sheriff echoed her laughter, "Of course not."

"Will there be anything else, Sheriff?"

"No. Thank you Miss Luthor."

The sheriff left, and Leo continued walking the market until she found Clark, who was watching a pretty dark-haired girl and her equally handsome light-haired boyfriend sharing a kiss. With a wry twist of her lips, the red-headed heiress surveyed the couple. They looked like some gender-swapped version of Ken and Barbie.

How quaint.

She approached Clark from behind, noting how he sat down on the edge of the bumper as she got closer. Forgetting the teenagers, Leo slipped one hand from her pocket and took an apple from the basket in Clark's hands. "Pretty." She noted of the girl. "A little on the pouty side though." She examined the apple in her hand with a critical eye, waiting for Clark to look at her. "You want to tell me what happened last night? Or do I get to guess how you ended up in that field?"

Clark tensed, tearing his eyes away from Whitney and Lana to put the basket back in his Dad's truck. "It was just a stupid prank."

"No, running someone's underwear up a flagpole is a stupid prank." Leo disagreed bluntly. "I found you tied to a post in the middle of a field. If I recall my history, even the Romans reserved that for special occasions. You could have died out there, Clark."

Meeting with stony silence, Leo tried another tack. "They're a lovely couple," she commented, referring to the objects of Clark's earlier attention.

"Yeah." he said dully.

"Anyway, I wanted to ask about this," she took the necklace out of her pocket, holding it where Clark could see it.

When Clark flinched away, Leo assumed it was because of the bad memories of the previous night. "It's Lana's," he choked out.

"Lana's?" she repeated, realizing that Lana was the name of the girl of the couple who'd been kissing earlier. But when she looked over, the couple was gone.

She tucked the necklace back in her pocket. "Are you all right?"

"Yeah. Fine." He said curtly. But she heard the plaintive _get that thing away from me,_ that he didn't voice.

"Don't worry. You won't see this necklace after today. I promise." She answered his unvoiced plea.

Then, she followed it up with a surprisingly tentative, "See you around?"

Clark managed a strained smile and nodded.

"Good." Leo smiled brightly to him as he turned back to his work. So, it was the boyfriend, a football player if the jacket indicated correctly.

This girl was the reason Clark had been up on that pole...

With that realization in mind, Leo's smile lingered as she brought the apple to her mouth, taking a bite.

Now to make good on her promise to Clark.

--------------------------------------------------------------

Picking up the necklace, Leo lifted it up to eye the gem, watching it sparkle in the light from the windows. The apparently worthless little bauble played a far bigger role in the previous night's events than she expected. She'd originally been confused by the necklace. A glance at it confirmed the relatively inconsiderable value of the gem. It certainly wasn't an emerald. But, if she'd read the situation at the market right...and going with what she'd seen the night before...

She smiled faintly, tilting her head slightly and watching the green crystal twirl on the end of the golden chain. "Such a little thing to be so very useful...But, first, we have to be sure about it, don't we?" She didn't want to proceed without considering all the angles. Though the consequences of a failure in this case were slim to her, they could very well be disastrous to Clark.

And, for once, the thought of someone else paying the price for her mistake bothered Leo a lot more than she cared to admit. A lot more.

Walking away from the window, she picked up the engraved box her mother had given her so many years before and carefully placed the necklace inside. Putting the box back down onto her desk, she gave it a gentle pat. Safe for now.

Time to go check on a few things...

--------------------------------------------------------

Finding people in Smallville was ridiculously easy, particularly when they turned out to be the local teen queen. It had taken Leo's staff all of five minutes to learn the identity of the young woman from the market and even less time to find out that she'd planned on spending the afternoon horseback riding. Where...well, finding out where was laughably easy too. At this rate, her security staff would be bored out of their minds inside of a week.

Leaving her car, Leo took her time walking up to the barn. There was no sign of the young woman, so she wandered out to the large, open door which led to the large fields beyond. Once there, she could see a dark-haired girl astride a horse and riding back in the direction of the barn. With an analytical gaze, she watched them approach. It had been a while since she'd been riding, and she was surprised to realize she actually missed it.

She made a mental note to take up the practice again as the teenager neared the barn.

The girl didn't notice her as she dismounted and walked her mount into the barn. Leo chose not to announce her presence. She watched and waited another moment before announcing herself.

"Your form's good, but his gait's off. You might want to check his shoes," Leo said by way of introduction.

The girl's surprised eyes landed on the older woman's face, and Leo didn't bother to hide her amused smile. "Leo Luthor. My father's an acquaintance of your Aunt Nell." Lana was clearly unimpressed by her greeting and, despite her best efforts, she couldn't help but find the teen's annoyance terribly amusing. She had a feeling that it would be a persistent occurrence in her dealings with the girl.

"Sneaking up like that," Lana noted, her tone annoyed, "you're lucky you didn't get kicked."

"You'd be surprised how little luck has to do with anything, or just how much," Leo returned casually, stepping back to let the girl work on removing the saddle. "You must be Lana. It's nice to finally meet you. Your aunt's been quite effusive in her descriptions of you." She allowed an amused smile. "Frankly, I was expecting wings and a halo."

"We've already met."

Surprised, Leo turned away from another stall. "We have? Funny, I don't recall being introduced to Nell's niece." She frowned, trying to recall the moment, annoyed with forgetting something so easily recalled. "In fact, I'm sure I wasn't."

"Well, we weren't actually properly introduced." Lana admitted, reaching for a brush. "You were a little preoccupied at the time. I would have been surprised if you had remembered."

The redhead allowed a faint look of chagrin. "Why do I get the sense that the first impression I made was...less than exemplary?" Lana had the upper hand now, and she quite obviously knew it. Inwardly, Leo cursed. She hated losing control of a situation, especially to a teenaged girl from a little town in the middle of nowhere. She let the girl continue to speak but concentrated every effort on keeping her facial expressions under tight control. There was absolutely no way in hell she was letting this kid hijack their conversation. _Besides,_ as she reminded herself sternly, _this could be useful._

"When I was ten," the girl elaborated, running the brush over the horse's body in slow, deliberate strokes, "I went to Metropolis for a riding competition, and your father invited us to stay over."

That triggered a recollection. Leo leaned back against a stall, feeling a faint sense of amusement at the memory. Since Lana was still talking, she tuned back in to hear what the teen was saying.

"...an indoor pool - when I went to check it out. I found you and some guy...skinny-dipping."

The fact that Lana had been that little girl surprised her. Surprise turned to anger at being surprised, before finally cooling into indifferent amusement. "Mmhmm..." Leo nodded once, refraining from saying his name. Somehow, she suspected Bruce didn't want any of their past becoming gossip at the local coffee shop.

Not paying attention to Leo's expression, Lana looked over, preparing to deliver what she considered the 'zinger'. "I think he was showing you the breast stroke?"

The heiress chuckled. "Oh, there was stroking involved, but it had very little to do with anything in the vicinity of my breast." She held back a grin when the other girl's face immediately flamed and she dropped her gaze. Petty comebacks weren't usually her style, but Lana's reaction made it more than worth it.

Situation back in hand, Leo turned her attention back to the horse nudging at her shoulder. "So that was you, hmm?" She lifted one brow in an expression of surprise. "Puberty's been kind."

Leaving the horse, Leo crossed the barn to a display case filled with ribbons and photographs. She'd passed another trophy case on the way in, but this one was what held her interest. A picture of Lana with the necklace she'd found in the field – the one that had been hanging from Clark's neck. She nodded once at the case. "Impressive."

"Tacky." Lana disagreed, joining Leo before the display. "But, it makes Aunt Nell happy, so..."

"You pretend to graciously suffer the indignity." Despite herself, a note of longing crept into Leo's voice. "You shouldn't. It's something you should be grateful for, someone who cares that much." Tapping the glass lightly with one flawlessly manicured nail, she indicated the necklace in one picture. "Interesting necklace."

Confused by the sudden shift in conversation, it took the teenager a moment to thank her for the compliment. "It's very special to me. It's a...it reminds me of my parents."

Who, as Leo's staff had been told repeatedly, had been killed by a meteor while coming back from a football game. 'Right in front of the poor dear' were the exact words according to Raines, her somewhat aggravated chief of security. He'd complained at having to listen to the same tragic tale three times, and Leo had no intention of suffering through the same tale with the grieving daughter herself. Who would, no doubt, relate it with insufferably excruciating detail. Not that Lana herself would have any better recollection of the event than other witnesses. She'd barely been four at the time.

Instead, she cut off any further comments from Lana by commenting, "Ah. I thought this was yours."

Leo reached into her pocket and held out the necklace.

"Where did you find it?" Lana asked.

"This year's scarecrow gave it to me."

She blinked in surprise at this. "That's... not possible."

"Oh, I assure you. It is."

"No. My boyfriend's captain of the football team. He promised me . . ."

Leo saw her chance. If she couldn't give Clark a truck to thank him, she'd give him Lana Lang. "You have a boyfriend? What's his name?"

Lana preened. "Whitney Fordman," she said proudly.

"Whitney Fordman? The kid that Clark Kent saved today?"

"I just came back from seeing him. He's lucky Clark was there."

Leo smiled ruefully, saying almost to herself, "I know the feeling. Kind of makes you wonder if you're with the right guy." Stepping away from the case, she pushed a lock of hair out of her eyes. "Quite a difference between those two, isn't it?"

"Excuse me?" Guiding her horse into his stall, Lana looked over the wooden structure at the other woman.

"Between Whitney and Clark-- one chucks footballs, the other saves lives...not really in the same league, is it?" She looked amused. "But, then, I may have a different view of things."

Confusion graced Lana's symmetrical features.

Leo moved in for the kill. "Speaking of saving lives, it's really surprising none of these . . . scarecrows of yours have died."

"But it's not like they nail them up or anything," Lana looked affronted.

"Nailing the victim is just a way of, say, adding insult to injury. The victim dies from asphyxiation. There's no way for him to support his own weight in this position," Leo extended her arms out to either side as an example, "so all of the body's weight is placed on the lungs, which give out, and the victim suffocates."

Lana goggled. "So they could've **killed** those boys?"

Leo nodded.

Lana, flustered, said, "I've got to go talk to Whi - someone." She began to stomp away, then turned around and held out her hand. "May I have my necklace back?"

Wordlessly, Leo held it out as Lana snatched it from her and stormed off.

"Don't worry about me. I'll see myself out," Leo said to the horse.

-------------------------------------------------------------

Lana kept her mad-on going until she got to Fordman's.

"Lana!" her oblivious boyfriend greeted her as she stomped up to him.

"We need to talk," she said shortly and dragged him outside. "Where were you before the game on Saturday?"

"Can we talk about this later? I've got to get back to work."

"It's a simple question, Whitney."

"I was warming up."

"So you didn't grab Clark Kent and hang him up in a field?"

"Lana, it was just a prank."

"'Just a prank'! Do you know how people on crosses die, Whitney?"

"Yeah, but we're careful."

"What does that mean? Has someone . . . been hurt?"

Whitney started babbling. "Not for a long time. 16 years. We learned our lesson and now we put their elbows on the crossbar. It helps support them so that it doesn't happen again."

Lana was appalled, she backed away saying, "I don't know, Whitney. I think I need some . . . time to think about all of this."

Then she hurried away, trying to ignore Whitney's cry of "Lana!" from behind her.

------------------------------------------------------

It was getting to be a worrying pattern...

Every time Clark Kent showed up, Leo found herself promptly forgetting about whatever task she happened to be in the midst of at the time and, no matter what she did, her attention was instantly fixed on the young man. He was a teenager! She wasn't supposed to be getting this distracted by a teenager. And yet, when the housekeeper came to inform her he was waiting for her and that he'd delivered the produce she'd ordered, Leo immediately put aside the reports she'd been reading and sent down word that she wished to greet him.

He was crouched by the model table when she walked in, surveying a little toy harbor with little toy ships and sailors. An amused smile played about the edges of her mouth as she watched his fascinated eyes roam over the miniature landscape. _Boys with toys..._

"So," she interrupted casually from the doorway, "save any lives on your way over?" Walking into the room, her smile widened as he stood and smiled at her. "You keep that up, you can make a career out of it." She wasn't sure whether she was talking about his habitual life-saving or his smile. If anyone could actually be in possession of a million dollar smile, Clark Kent was that person.

"I was just dropping off your produce. Planning an invasion?"

"Not lately." She moved forward, picking up a little sailor. "My father gave this to me when I was nine." She gestured with the figurine, indicating the entire board.

"Cool gift."

Looking up from the table, Leo's amusement surfaced again and she smiled. "It wasn't a gift - it's a strategy tool and an object lesson." Walking around the table, she put the sailor back where he belonged and picked up another figure, "This," she held up a female figure, "was Cleopatra VII _Philopater_. The Cleopatra you probably know from school."

"This," she held up a male figure, "was Mark Antony, Cleopatra's husband. Well, one of her four husbands."

"Like a harem?"

Leo considered this. "Not really, though she did have two husbands at a time for a while. The Ptolemies married family members. Often it was their siblings. Cleopatra may have been the result of such a sibling marriage.

"Anyway, Cleopatra's only brothers were much, much younger than she, but she married them for form's sake. One at a time. During her marriage to her first brother, she was also married to Julius Caesar. He was the father of her eldest son, Caesarion."

"Like the surgery?"

"It means 'little Caesar,' and no, not like the pizza chain. When Caesar died, his will adopted Octavian, whom you know as Augustus, and named him heir. Her fourth husband, Mark Antony, took offense at this slight and made it his life's goal to get Octavian to cede control of the empire to Caesarion, which led to the Battle of Actium." She pointed to the toy, "and then to the end of the line of the Ptolemaic Pharaohs."

"So where's Octavian?" Clark inquired.

"Oh!" Leo flipped part of the 'harbor' over and revealed a small island with built-up walls. "Here." She reached under the wall and pulled out another male figure.

"I keep him hidden, because I don't like him much."

"I'd imagine not. Though it sounds like all of the men in her life gave Cleopatra a lot of trouble."

"Which was exactly my father's point. Well, one of them. He said that she was a powerful woman, who made herself dependent on men who didn't respect that power. The other was that, because of her dependence on these Roman men, she made herself dependent on Roman military power. However, since they were Roman, when the going got rough, the legions had a tendency to desert, leaving Cleopatra woefully undermanned.

"That's why he sent me here."

"To build an army?" he inquired.

Clark didn't know that Leo could blush, but she did. "More or less. He wants me to know that I'm never going to be dependent on a man. To . . . build an empire of my own."

"Starting with the fertilizer plant."

She nodded. "Along with any other business ventures that may come my way."

---------------------------------------------------------------------

Tears in her eyes, Lana ran up to her bedroom. It was over. She could never go out with Whitney again. To think that he could possibly treat human life so casually.

She looked down at the necklace in her hand. Now, instead of a memorial to her parents, all she could see when she looked at it was Whitney explaining that no one had died in over a decade.

She opened her top dresser drawer, took out the box Nell had given her with the necklace, carefully placed her necklace inside it, and closed the book on that chapter of her life.

------------------------------------------------------

The next day, Clark walked up to the loft in his barn, where he found Lana looking through his telescope at her house.

Surprised, he greeted her, "Lana."

"Your mom said I could wait up here. I hope you don't mind. This is an amazing place."

Clark shrugged modestly, awkwardly shoving his hands in his pockets. "My dad built it. Calls it my fortress of solitude."

"I didn't know you were into astronomy."

Clark's eyes widened slightly with alarm. "Th-that's a hobby."

"Did you know you can see my house from here?"

"No. Really?" He yelped. He moved the telescope's focus off of her house. "You know, we've lived a mile apart our whole lives and you've never come over."

"And you're wondering what I'm doing here now."

"Not that I don't enjoy the company, but yes, I was."

"I found out about what Whitney did to you. The whole scarecrow thing, and I came to make sure you were all right."

"I'm fine."

"He had no right to do that to you. Did you know that you could have died?"

Clark just blinked at her, finally saying, "Who told you?"

"Leo Luthor. And when she told me that people die from being tied up on crosses - well, I had to see Whitney. He told me that he knew that. Someone died in 1985."

"What are you gonna do?"

"I'm not sure. I thought I knew Whitney. Now I wonder what else I've been blind to in my life."

Finally settling into the conversation, Clark noticed that the familiar nausea was absent. "I notice that your necklace is gone."

"I can't wear it anymore. I loaned it to Whitney, and now all I can think of when I wear it is that someone died, and that you could have died."

She looked deeply into Clark's eyes long enough that Clark cleared his throat and shifted back and forth on his feet before breaking eye contact.

"It sounds kind of weird, but it's made from a fragment of the meteor that killed my parents. Nell had it made. Gave it to me the day she officially adopted me and told me that life is about change. Sometimes it's painful, sometimes it's beautiful, but most of the time it's both. I better go. I'm glad you're okay, Clark."

------------------------------------------------------------------------

Later that afternoon, Lana was feeding her horse when Greg Arkin appeared out of nowhere. "Hi, Greg," she said cautiously.

"It's time."

"Time for what?"

"For us."

With the proportional strength of an insect, or perhaps an arachnid, Greg grabbed Lana and began to walk away, ignoring her feeble attempts to escape.

Whitney, just arriving to try to make up with Lana, saw them, but was too far away to catch them. As he headed back toward his truck, he saw Clark approaching.

"Are you here to bother Lana?" Clark asked.

"I came to try to make up with her, but someone just carried her away. I think it was Greg Arkin."

"Which way did he go?"

"He headed off into the woods."

Having once been friends with Arkin many years ago, Clark recalled the old foundry where he, Pete, and Greg had once played in as kids before drifting apart….the foundry with the heaviest concentration of meteor rocks in the county.

"You better call the sheriff. I'll go start looking for Lana!" Clark commanded before ducking around the corner.

Quickly proceeding to get to the pay phone (he had lost his cell phone again), Whitney turned around after a couple of steps to order Clark to wait for him — only to find Clark long gone.


	3. Chapter 3

**Chapter 3: X-Ray**

It was a beautiful, sunny fall morning when Leo Luthor robbed the Smallville Savings and Loan.

First, she tried to close her accounts with the bank. When the bank manager noticed her signing the wrong signature with the incorrect handwriting, she pulled a gun from her jacket pocket and demanded the money instead.

The false Leo Luthor then grabbed her now-full canvas gym bag and ran out, shoving Clark Kent out of the way as she ran. To his shock, Clark found himself thrown clear through the plate-glass window of the nearby optometrist's office.

Before he could shake off the surprise and broken glass, he was suddenly gripped by a severely crippling headache, and his vision suddenly shifted as he found himself watching the impostor's skeleton.

Her green, glowing skeleton.

----------------------------------------------------------

Leo arrived at the Kents' just in time to hear Jonathan say, "Clark, I know that she's a friend of yours, but come on. You saw her with your own eyes."

"I don't know what I saw."

Clark's defense of her warmed Leo's heart.

"There must be some kind of reasonable explanation for this," Martha added.

It made her feel better to know that Martha gave her the benefit of the doubt as well, so she couldn't help herself. She responded through the screen door, "Me too. I'd hate to think I have an evil twin."

Letting herself in, she updated them on what she knew of the investigation - she'd been at a reception for 200 fertilizer distributors at the time of the robbery, so she was cleared. Clark assured her that, though the robber had looked like her, he had known that it hadn't been.

"I promise, I'm not a criminal mastermind," she vowed.

"I know. A criminal mastermind would have worn a mask," Clark grinned.

"Or at least a decent-quality stocking over my head," she responded flirtatiously.

-----------------------------------------------------------------------

As Leo exited the Beanery later that day, she was stopped by a man leaning against her Ferrari. His cheesy grin and cheap beige suit reeked of all the sincerity of a used car salesman.

"Roger Nixon, Metropolis Inquisitor," he blustered.

"Get off my car, Mr. Nixon," she responded coldly.

"That's a hell of a picture, Leo," he responded, brandishing a copy of the Inquisitor with a security camera shot of the impostor on it. "You know, it really boosted our sales."

"I've read novels with less fiction than your rag."

"Well, how about this? Is this fiction?" Nixon asked as he held out a slender file folder. "It's your juvenile record. Fascinating reading."

"Those records are supposed to be sealed."

"I'm a resourceful guy."

"You print one word about that, I'll sue," Leo warned.

"Lawsuits take years. The genie will be out of the bottle, and all the people will know just what kind of person is running the most important business in this one-horse town."

"You know what I think_, Rog_?" She used the diminutive in response to his calling her 'Leo,' "If you wanted to print that, it would already be in the paper. I think you're looking for a payoff."

"It's a business proposition," he acknowledged. "$100,000 and these records will disappear forever."

"I'd question your integrity, but you're a journalist," she snapped.

"You got 24 hours," he replied blithely, holding out his card.

Leo took the card gingerly, as if it were a dead fish, and got into her car. "Good afternoon, Mr. Nixon."

---------------------------------------------------

Over at Smallville High School, Tina Greer had cornered Lana.

"How do you like the sweater?" Tina asked.

"It's great. I've got one just like it," Lana replied, trying to keep her voice cheerful while looking for someone - _anyone_ - to rescue her.

"I know. I got it at the same store. I've been going on this shopping spree. Hey, look. I even found this emerald necklace in the antique store."

Lana's heart dropped into her stomach. It looked just like her necklace. "I don't wear that anymore," she told Tina.

"Really? I stopped by your house earlier and Nell said you weren't in the best mood so... "

"I'm fine. Don't worry about it."

"Good, 'cause I need a favor. My mom is moving to Metropolis full-time, but, see, she doesn't want to pull me out of school. So I was thinking I can move in with you and Nell."

_Great. Just what I need — my very own live-in stalker…._

_----------------------------------------------------------_

The next afternoon, Leo sat in her office, having a drink with Roger Nixon.

"I'll bet you're feeling pretty good about yourself right now, aren't you?" she asked, "You'd think with all the money my father's spent, he could make things disappear."

"Maybe he's not as smart as he thinks," Roger coolly replied as he dropped the file onto the table. "The original. Have a nice life." He turned and confidently strode to the doorway.

"If you walk out that door, you may not live to regret it." If this greasy weasel thought he could get the best of her, he was delusional. Leo inwardly relished rubbing his nose in the stink of his own self-deception.

Roger halted and turned around with a cheshire-cat grin, "What are you gonna do? Have me killed?" he retorted.

Leo smirked, eyes with the glint of a predator. "Nothing so messy as that. With one call, I can ensure that there will be no record that you actually walked this earth."

"You're bluffing."

"Call your bank. See if your account still exists. That is, if your cell phone hasn't already been disconnected," she replied, toying with her prey.

Confidence fading, Roger tried to use his cell phone. It was disconnected. "What did you do?"

Savoring the burning sensation from her sip of scotch, she cast a taunting grin towards him. "Don't worry, Roger. I'm going to give you a new identity. One that's a little less upstanding. Maybe a murderer. Or a drug dealer. Either way, you'll lose your job, your house, and your family."

"Look, I'll give the money back. Th-then we'll be even." he stammered.

"No, we won't," Leo grinned wickedly. "Because I also know your brother works for juvenile court. What'd you tell him? 'Steal the records and you can make some quick cash'? He could do time for that," she mused softly.

Nixon's eyes widened with dawning horror. "Leave him out of this!" he pleaded.

With that, her previously mocking facial features disappeared, an expression of blank granite masking her face. "I didn't get him involved, Roger. You did," she stated coldly.

"What do you want from me?"

"A list of your sources. Not witnesses, just the experts. Scientists, lawyers, engineers. All of them."

Roger looked at her, perplexed.

"And don't try pulling a switch on me. If so many as one of your sources says, 'Roger who?', you'll be setting up housekeeping in Suicide Slum, and your brother will serving five to ten at Ellsworth."

"Here," Roger offered hurriedly, holding out his PDA, "It has all of my contact information in it."

"You certainly don't expect me to synch this up with my own computer, do you?" She thought for a moment. "I'll messenger this back to you this afternoon."

"But --!"

"I said, that I'll messenger this back to you this afternoon." Every word was laced with iron.

She was a Luthor, and Luthors always win.

Realizing he was caught over a barrel, he gathered the remnants of his dignity and scurried out.

Mysteries and puzzles had always fascinated Leo. She was first introduced to the adventures of Nancy Drew, girl detective, by her mother Lillian, who shared her old collection of the detective series with her daughter. While Lionel had condemned those novels as an idle waste of time, Leo's memories of her mother reading her those stories before tucking her into bed were among her most cherished childhood memories.

Later, after her mother's health deteriorated and her father's apathy towards her worsened, she came to cling to those simple childhood mysteries with greater ferocity. In those dusty pages, every mystery was solved, every problem had a solution. That illusion of certainty lent her comfort when everything else in her life spun out of control.

Leo hated losing control.

She couldn't save her mother. She couldn't make her father love her. But she would solve the enigma of her survival. Every mystery had a solution, every question had an answer.

And Leo was going to find it. Gathering a few of the necessary tools from her pet reporter was only the first step.

--------------------------------------

In the hallway of Smallville High School, a young brunette in a pink sweater caught up to a handsome blond football player.

"Hey," she said brightly, slipping her hand into the crook of his elbow.

Whitney looked down at her. "What are you playing at, Lana?"

"What?" The brunette looked shocked by the cold reception.

He shrugged her hand off of his arm. "I thought you were panting after Kent now."

Before she could stop herself, she blurted out, "Kent? Clark Kent?"

"I didn't mean Mr. Kent. Jeez."

As Whitney walked away, Tina-as-Lana thought, _Clark Kent. So that's the way the wind is blowing. Looks like I'm going to be taking a trip to the Wal-Mart in Grandville this afternoon._

_-------------------------------------------------------------------_

That night, as Lana was visiting her parents' graves, she was visited by a friend.

"Lana?"

She spun around, a broad grin on her face. "Clark! Hi!"

"Whatcha doing?" the visitor asked, walking closer to her.

"You know what I'm doing."

Her visitor looked perplexed.

"Visiting my parents," she indicated their gravestone.

"You know, I think it's time you moved on."

"What?"

"Holding on to your parents' deaths like this isn't healthy."

Lana found herself held in strong - very strong - arms. Their eyes met, and then their lips followed.

The kiss broke with an audible slurping sound, and the visitor said, "You don't appreciate the things you have," the voice turned feminine, "but don't worry, I'll take good care of them for you."

As Lana watched, the visitor's appearance shifted, until she found herself looking at Tina Greer.

"Tina! What . . . .?" Her query was cut off, as Tina started to strangle her.

-------------------------------------------------

Minutes later, Clark arrived in the cemetery, looking for Lana. Instead, he found Whitney. "Where's Lana?"

"Oh, she's around here . . . somewhere," Whitney responded nonchalantly. "What I wouldn't give to have you following me around like a puppy dog," he said as he snaked an arm out and pulled Clark to him for a kiss.

Three things happened at once: Clark realized that Whitney was kissing him, he remembered that Whitney's clothes looked exactly like what he himself was wearing, and he discovered that he couldn't pull himself free of Whitney's embrace without using his enhanced strength.

_Tina._

Finally, he wrenched himself loose. "Tina! Where is Lana?"

Tina snarled, "She's dead," and launched herself at Clark.

----------------------------------------------------------------

Later, the police loaded Tina into the back of a police car as Lana and Clark answered questions from the police.

Chloe approached them. "Lana," she said with a quick glance at Clark. She handed Lana a tape labeled _Graduation Address 1977_.

"Oh, my God. How did you find this?"

"If I told you, I'd have to kill you, and it looks like you've had enough trauma for one night," she gave Lana a wan smile, looking up to include Clark.

"Chloe, thank you."

"No problem." Chloe answered, swiftly spinning on her heels to make her getaway. Clark may be a close friend, and Lana was rapidly becoming her best female friend, but the sugary saccharine of the happy couple together made her physically ill.

The police officer had finished his questions and headed over to Nell for her signature as Lana's guardian. Lana raised up on her toes and kissed Clark on the cheek. "I'll see you tomorrow? At school?"

"Yeah," Clark nodded, realizing that Lana wanted to be alone to listen to her mom's speech. "See you tomorrow," and with a kiss on her cheek, he left.

------------------------------------------------------------------

The next time Clark came to Luthor mansion to make the regular Sunday produce delivery, he was startled to find Leo's lithe form silently materialize in the kitchen archway, just as he had made his drop off and was making ready to leave.

"Not even going to say hello?" she teased.

"Uh, oh, hi Leo, what are you doing here?" Aside from his first visit, Clark always waited for one of the household staff to bring him to Leo — she never came to greet him herself!

"Aside from the fact I live here?" she answered with mock innocence.

"Umm, yeah…" Clark murmured, shifting slightly.

"Want a tour?" Leo abruptly invited.

Clark looked at her and then toward the doorway that led into the hall. "I really should get back to my deliveries."

"Ah." Leo nodded and dropped her gaze to the floor, and a horridly awkward moment of silence settled between them.

Clark felt terrible. Despite his parents' constant fear of Clark's alien heritage being uncovered and their subsequent sheltering, he had never been taught to withhold friendship – especially from those who seemed to need it the most.

So, Clark made a decision.

Even if it meant endangering his own life, even if it meant being discovered and dissected like a frog, Clark had a feeling that Leo needed a friend. Sure, she obviously didn't want for material things. But everyone needed a friend, and he didn't think she had any; at least not around here. In Smallville, one quickly learned that the Luthor name was synonymous with everything evil. Even those employed by Luthorcorp didn't seem to have many nice things to say.

So, Clark stepped away from the box of produce and towards Leo. "Actually, I'm a little ahead of schedule today, and I only have two more deliveries to make. A tour would be great!"

His decision was worth it. Leo looked up at him, and the slightest smile ghosted across her pink lips, like maybe she knew he was breaking some unspoken taboo, but she wasn't going to say anything. He just couldn't resist that smile. It was the kind of smile he imagined that a princess would have. He loved getting the chance to bring out that smile, and he would take any opportunity he could to find them.

Nodding toward the hallway, Leo gently slipped her arm into Clark's and led him into the castle.

The tour had been quick. While Leo explained that there were over 75 rooms, Clark caught on quickly that they wouldn't be visiting each one, just getting a general sense of where everything was and where she preferred to spend the most time.

It was almost as if she was silently telling him that, should he stop by and be looking for her, these were the places to look. The indoor pool was pretty cool, and the private theater blew Clark's mind. The sound system alone was probably worth more than a brand new tractor.

The study wasn't a bad place to be either. It looked pretty ornate to Clark. The light streaming through the stained glass windows above painted the room in vibrant colors. As he eyed the library space above, he wondered if there would be anything worth reading. Leo asked if he had ever played pool before; he had only played a few times, and he had been thrashed pretty badly.

Leaning a hip against the purple felt-covered pool table, Leo smiled.

"I'll have to give you lessons sometime," she suggested coyly.

Another hint of their odd…friendship. Clark shrugged. "That would be cool."

He began shifting uncomfortably under her appraising gaze. "So, you own all those books?" Clark inquired.

"Yeah, but I only keep the most prized books and manuscripts in the study. The main collection is located down the hall."

Clark's face screwed into a studious frown as his gaze fell on a worn, leather-bound copy of Dante Alighieri's _Commedia_ on Leo's desk.

"Divine Comedy?" Clark guessed aloud, "We're reading that for English class. What's so special about that?"

"Aside from being a literary masterpiece?" Leo quipped, barely suppressing an amused grin, "it's also one of the earliest examples Italian literature still in existence. The last canto of 'Paradiso' is widely considered one of the great poetic works ever written. I've been searching for this particular edition since my last visit to Milan," Leo expounded.

"Oh, were you there on vacation?" Clark inquired aloud, red-faced with his own ignorance on the subject.

_Could I sound anymore like a doofus? Maybe her earrings are made of some stone that makes me sound like an idiot, like Lana's necklace?_

"No — actually, I was there for a show," Leo answered.

"A show?"

"A fashion show, Clark."

Regarding his befuddled expression with amusement, Leo clarified, "I was a runway model in Donatella Versace's 'Spring Fling Collection' a couple years back." Actually, it was only a "celebrity" modeling gimmick, so she wasn't a regular model. While she was physically fit, she was too curvy to be the emaciated toothpick that the fashion designers wanted, which suited Leo just fine.

"You were a model?" Clark whispered reverently, eyes widening into saucers. While the revelation was surprising, Clark could easily believe it. Her black skirt and lavender blouse clung to her body in all the right spots. She was tall for a woman, too, 5'8 or so, if not taller, topped off with silky red hair that cascaded just beneath her delicate shoulders. But it was her legs that his eyes lingered on, that went all the way up to her perfectly tapered ass…

'_Woah, down boy!_' Clark reprimanded himself, '_Since when did I become a raging pervert?_'

"I took a little time off after college to pursue other interests," Leo replied modestly.

Beneath her placid mask, however, Leo secretly basked in the glow of Clark's inflamed cheeks with glee. There wasn't a heterosexual teenage male alive who wouldn't be thrown off at the realization he was conversing with a genuine model. She savored catching Clark off-balance, a reaction that confirmed her power over him, to evince such a flustered reaction. She also couldn't help but mentally chuckle at her own father's initial reaction when he first learned of her modeling debut.

"_I don't care what those dilettante Hilton sluts do, you have shamed the Luthor name, and I'll be damned if you embarrass me further by preening about like a common whore!" Lionel Luthor bellowed._

_To her father's mind, such activity did not befit a Luthor. At 19, she had joined the show in an act of teenage rebellion against her father's own hypocracy. After all, he had even dated several of the girls in that show…_

"Is it that unbelievable? That I could be a model?" Leo inquired with mock hurt.

"N-no? Not at all! You're gorgeous! I-I mean, you're very attractive. It's just — you don't seem the type…"

Dispensing mercy on Clark's bumbling, Leo gently smiled again. "Relax, I'm teasing Clark. You really do make it too easy sometimes. Speaking of beauty, how is Miss Lang?"

"Oh, Lana's fine. I…I found a sledgehammer lying around, so I used it to knock down Tina and free Lana from the crypt Tina locked her into. Lana was unconscious, but she wasn't hurt or anything."

Leo could sense he was holding something back, but decided to tread on more familiar conversational ground instead, for Clark's sake — for now. "Actually, Clark, I was asking about your dating initiative with Miss Lang. Now that she knows about Whitney…"

Clark cut her off, his expression instantly darkened. "I'd just prefer to put that night behind me. Listen, I really gotta go. Thanks for the tour."

He turned away to exit, embarrassed and uncomfortable, leaving a surprised Leo to catch up.

People didn't do that. They didn't just up and turn their back on her in her own home, much less walk away. Yet Clark Kent, a kid from Nowheresville, Kansas, just had.

Even more surprising? She didn't care.

Because she realized that she had embarrassed him, dredged up a traumatic memory that caused him pain. Leo silently cursed her insensitivity.

Before he could escape, Leo quickly caught up to him from behind and rested a hand on his arm, squeezing gently. "Clark, wait! I'm sorry! Please forgive me. It's just that, I want to make you happy. I could definitely offer advice and insight, and I could even help you with any gift ideas to win Miss Lang over." She smiled up at him. "There're many ways to do it. We just have to find ones that you're comfortable with."

"But why?" He asked suddenly, as he whirled around to face her, giving voice to the confusion that her determination to help had elicited. "Why would you do that?"

"Try to help you?" She laughed. "Why not?" She dropped her hand from his arm, not missing that Clark's gaze followed the movement. "You saved my life, Clark, that's not something I'm going to forget anytime soon. You'll find, Luthors aren't used to random acts of kindness...besides," her gaze softened and gave him a glimpse of a longing she kept closeted away, "You're the first person in a very long time who's looked at me and saw me. Not my father, me. That...that's a rare gift. One even rarer than giving me back my life. Helping you with this...it's the least I can do. Believe me, it is."

Leo experienced a rare moment of anxiety as he stared into her gaze. She had the feeling he was looking past the defenses she had spent years carefully crafting. It left her feeling exposed, bare, and...vulnerable.

She wasn't sure she liked feeling vulnerable.

But then he smiled, her breath caught...and she didn't care.


	4. Chapter 4

**spoilers: cool, hourglass, cravings**

**Chapter 4**

Leo uncharacteristically broke from the tedium of mid-afternoon numbers-crunching at the Plant to speed off to the Kent Farm. As her silver Lamborghini tore through Smallville's backroads, she frowned over the proposal she had spent most of her afternoon crafting.

As she pulled into the Kent Farm, she quickly buried her grimace, and adopted the blank mask she assumed before business functions and focused on her two-part agenda for the visit.

Climbing out of the Lamborghini, Leo approached the backdoor of the yellow farmhouse when she heard the shrill buzzing of a saw emanating from a nearby shed beside the barn. Squaring her shoulders, she braced herself for a gruff encounter with the cantankerous Jonathan Kent. Instead, she spied the small, red-headed figure of Martha Kent with her back to Leo, hunched over a chainsaw and completely engrossed in her work.

Leo relaxed slightly, confident that Martha Kent would be more receptive to her efforts than Jonathan.

Leo stood to one side, watching Martha cutting firewood with the chainsaw. "Mrs. Kent!" She yelled.

Martha didn't seem to hear her; she just kept sawing.

"Mrs. Kent!" She yelled louder.

Still no response.

Finally, she walked quickly around Martha's other side, until she came into her line of vision. Waving her hands, she yelled, "Mrs. Kent!"

Martha nearly lost her grip on the saw as she was startled. She shut the saw down. "I'm so sorry. I didn't hear you. What brings you out here in the middle of the day?"

"I'm here to place an order. I need about thirty artichokes."

"Thirty? That's a lot of artichokes."

"I'm meeting with some local farmers about some financial options. A lot of farms in town are having money trouble."

"Most people aren't looking for more loans."

"I'm offering my role as an investor – to help people modernize and expand. This town once grew twenty percent of the corn in the state. Smallville was a heavy hitter. It just lost the drive to stay competitive." She smiled at Martha encouragingly. "I'd appreciate hearing your thoughts on my proposal, even if you're not interested."

------------------------------------------------------

After thanking Martha, Leo strolled into the barn to wait for Clark's arrival after-school and curiously assessed her surroundings. She inhaled the earthy aroma, a mixture of hay, motor oil, sawdust, and manure that lingered in the air. While not Chanel, Leo was not repulsed by the odors, which weren't nearly as noxious as some of the Plant's fumes. She was oddly comforted by the quaint, Rockwellian image of simple country life that it connoted in her mind. It also reinforced her determination to preserve this small, tranquil oasis.

Briefly glancing over the menagerie of farm implements the barn contained, Leo's eyes drifted to the shaft of light flowing from the large window opening in the hayloft above. Trudging up the creaky wooden steps and crude board railing, Leo was pleasantly surprised at her discovery – with the rafters sloped toward the center of the room, the loft had a cozy feel that immediately set her at ease.

Briefly savoring the pastoral splendor from the window, she smirked at the telescope that rested beside it — or rather, at the unusually low trajectory of the device's line of sight, which was trained on the Potter-Lang house next door.

'_Well, well, this does bode well for the second part of today's agenda_,' Leo thought, pleased with herself.

Perusing its simple furnishings – a threadbare couch, scuffed coffee table, and a simple desk placed beneath crude bookshelves – Leo deduced the loft's function as a personal retreat for Clark. With that realization, Leo couldn't resist mining its contents for further insights into her heroic young friend. Examining the bookshelf, she was again mildly surprised and impressed at the array of advanced texts devoted to science, nature, and astronomy.

'_Stephen Hawking! There is certainly more to this boy than I anticipated.'_

Her eyes then flit over to a dartboard on the far wall and a small bin of cheap plastic darts underneath. It bore little resemblance to the case of sterling silver darts Leo had introduced to Clark in her game room. Perhaps she would give Clark a set for Christmas – even Mr. Kent wouldn't begrudge his son a simple Christmas present. He was obviously interested in learning.

Leo had been trying to teach him how to play, but Clark hadn't gotten the hang of it yet. After he'd drilled several holes in the oak paneling of the game room, Leo moved the dart set up to the dojo, where there were padded walls. She smirked, recalling Clark's embarrassment when Leo explained her reasoning. Clark hated damaging things. Still, he wasn't doing too bad for a beginner.

Pool was a different story though. He was getting a lot better at pool. A lot less of the balls ended up jumping off the table when he hit them now, at least compared to when Leo began his lessons in the gentile art of billiards.

Plus, he'd managed to not break the cue or tear the fabric on the table anymore. She languidly recalled their last session together, when she breathed encouraging words of instruction into Clark's ear. She guided his hand on the cue, and moved in close behind him, to adjust the angle of his elbow and hips.

Leo didn't step back immediately after Clark took that shot. Instead, she stayed put, discussing angles and tapping her fingers along the edge of the table, while she allowed the heat of her body to sink into his bones. He turned towards Leo and received a half-smile from his friend before the moment broke, and Leo finally moved away from him.

That night had led to some rather salacious dreams.

For both of them.

Her eyes rested briefly on a dog-eared copy of Nietzche's **Man and Superman** when Clark's voice abruptly interrupted her thoughts.

"Hey, Leo!" Clark called from below. "Mom said you wanted to see me. What's up?"

Leo looked down from the loft and frowned with puzzlement. "Clark? Where did you come from? I didn't hear the bus pull up."

As he loped up the stairs, Clark hurriedly stammered out, "Umm….it was nice out, so I walked. How 'bout you, shouldn't you be at work? Is something the matter?"

Leo quickly schooled her features to mask her confusion. It wasn't even 3:45 yet. He couldn't have gotten out of school more than a few minutes ago—unless he ditched his last class, but that didn't seem very Clark-like. And from the expression on Clark's face, Leo could discern an expression of both bewilderment and…panic?

What was going on?

This warranted further investigation.

Filing this concern for later, Leo flashed a reassuring grin and answered, "Actually, I'm rather shocked to find you here alone. I would have expected you and Lana to be inseparable by now."

Clark looked down at the ground. "We're just taking things slowly," he commented shyly, which Leo translated to mean, '_I've never had a real girlfriend before, and I'm scared shitless._'

"You know, I bet if you asked Miss Lang to go with you to the Radiohead concert in Metropolis tomorrow, she'd say yes." Leo pulled two concert tickets out of her pocket.

"And if she says yes... "

"I'll give you the tickets."

Clark's face knitted in a frown. "Why are you doing this?"

"You're like the younger brother...I never had."

"I don't know. It's just so hard."

Leo restrained from making a rude comment. Instead, she stated, "Clark, the hardest thing in the world is telling the person you love that you like them. So I'll raise the bet. You ask her before sundown, you get the tickets, and I'll throw in a round-trip limo ride, starting now." Her ice blue eyes pierced his with each word, the implicit challenge evident.

He met her gaze curiously, searching it, and Leo did her best to ignore the sudden thrill that raced through her at the contact as she forced herself to focus on waiting for his choice. To see if he would take it. Accept her help. She refused to examine why it mattered so much. It only mattered that he let her help. Why was irrelevant.

Wasn't it?

She watched a small, conspiratorial smile form on Clark's face, and with a tiny smile of her own, she handed the tickets to Clark before he raced off to borrow his mother's car. He could have simply run to town in seconds, but Leo was still watching him.

When he arrived at the Beanery, he spied Lana at a table alone and engrossed in a novel. Clearing his throat, he boldly asked, "Hey, Lana, you busy?"

-------------------------------------------------------------------------

"Mr. Kent! Mrs. Kent! I'm delighted you decided to come." Leo greeted the Kents as they stepped into her study. The look of slight awe washed over them as their eyes were drawn to the two-story cathedral ceiling.

Martha answered first. "Your house it's very-"

"Large?" Leo offered.

"To put it mildly," Martha replied acceptingly.

"Well, if you're going to do something, might as well do it right, right?" Leo asked.

"I-I'm sorry, are we early?" Martha inquired politely.

Jonathan's features hardened sharply. "I think we should go."

"Wait, wait, Jonathan, just because no one else came-"

"That is, if anyone else was even invited," Jonathan spat.

"Oh, I don't think Leo would- "

"Actually, I would. I did. But only because I wanted you to have the first chance at this. I know that you're having money problems, Mr. Kent. It's a small town," Leo answered.

"So you thought you would just take advantage of my family's problems," he retorted.

"No. I thought I could help," Leo countered.

Before he could respond, Martha shot her husband a look — half pleading, half glare. To Leo's surprise, Jonathan promptly swallowed his next barb, and instead replied, "Well, then… I guess we're here to listen."

Witnessing the silent exchange, Leo vowed to learn Martha's secret, as well as Clark's.

-----------------------------------------------------------------------------

Clark promptly abandoned his date with Lana when he overheard a news report of Jenna Henderson's death on the news in the limo. He remembered that she had last been seen with Sean Kelvin, the very same boy Chloe was supposed to be meeting tonight.

Worried for Chloe's safety, he left the limo and Lana back at the Beanery Coffee Shop so he could assure Chloe's safety, with profuse apologies to Lana.

While waiting at the Beanery, Lana eventually offered the limo's services to Clark's friend Pete and his date. '_Hey, at least someone should enjoy this evening._' Besides, she was confident that Clark would come back for her soon enough.

But he didn't.

Lana waited several hours for Clark to return to the Beanery. Eventually, she walked home. Alone.

----------------------------------------------------------------------

The lights in the study flickered. "Guess the generator works. Power must have blown. Where were we?"

"Why are you so interested in our family, Leo?" Jonathan asked sharply.

"I told you. I want to make a business investment. I'm giving you the first chance because I care about Clark," Leo answered evenly.

Jonathan bridled at the mention of his son's name. "I don't think we're interested."

"Mr. Kent, Clark's my friend. I want him to have . . . ."

Without another word, Jonathan stood and left the room. Martha threw an apologetic look back at Leo. "I'm sorry."

Leo sighed, "So am I, Mrs. Kent."

Soon after the Kents left, the lights went out.

And stayed out.

_Typical._ Leo sighed and went outside to check the generator.

She soon got it started again, only to be stopped by a blue teenager. "Lovely evening, isn't it, Miss Luthor?"

"Get away from her, Sean!" Clark appeared out of nowhere, interposing himself between Leo and Sean.

"I just want to get warm. And you'll do just as well as she would." Sean advanced on Clark, grabbing his wrist. "In fact, I think you'll do even better."

"Leo, get in the house," Clark told her without breaking eye contact with Sean.

"No," Leo rested one hand tentatively on Clark's shoulder.

"I need you to call 911!"

"I'm a second-degree black belt, Clark."

"Just go. Please."

He could almost hear her cross expression and pursed lips as she left.

After she was clear, he wrenched his wrist from Sean's grasp and threw him towards a distant corner of the property. Using a burst of super-speed to catch up to him, he said, "Turn yourself in, Sean," hoping to distract him.

"For what? So I can spend the rest of my life in jail?"

"Tell them that you didn't mean to kill Jenna."

"Right. 'Cause I sucked the heat from her accidentally." Sean snarked.

As they exchanged words and blows, however, Clark was successfully steering the struggle toward his intended destination: the lake.

"You didn't know, did you?" Clark asked.

"Know what?"

"What it'd do to her."

Finally, they'd reached the place that Clark was heading for.

"Well, since I'd already killed the school nurse that way, I think I did." As Sean spoke, Clark stepped quickly out of the way, tripping him at super-speed. Sean tumbled headfirst into the lake.

The splash he left as he fell froze, even as it stretched upwards.

Clark headed back towards the house.

--------------------------------------------------

"What happened?" Leo greeted anxiously as he came through the front door.

"I tricked him into falling into the lake out back. The lake froze solid around him. When'll the police get here?"

"I didn't call the police."

"What?"

They heard the sound of a siren approaching and cutting off.

"I called an ambulance. I thought you might need it."

Clark panicked, knowing that the last thing he needed was to be examined by EMTs. "I'm fine. Sean might need help though. If he's still alive out there."

"What are you doing here anyway, Clark? Shouldn't you be out on your date with Miss Lang?"

"Oh, my gosh!" Without another thought for the teenager frozen in the lake out back, Clark took off running at a fast human speed past the ambulance and out the gate. Once he was out of sight, he kicked his speed up and after a quick stop at the Beanery, was standing outside of Nell's house in ten minutes.

He knocked on the door.

"Clark! Come in," Nell said, smiling widely, as she opened the door.

"Is Lana here?"

Nell nodded, "I take it things didn't go well on your date?"

"There . . . Can I just talk to Lana?"

"She's in the kitchen."

Clark walked into the kitchen and Lana looked up from her homework, her eyes red, like she'd been crying.

"Are you all right?" He asked softly.

"Chloe must've been in some trouble."

"Nah. I mean, she was, but it's all right now. I was wondering if you'd like to come over tomorrow night. We could rent a movie or do homework or something."

"That'd be nice," she smiled weakly.

"So I'll see you then?" Clark inquired, his quivering voice brimming with hope.

Granted, it wasn't his idea for Sean Kelvin to begin his heat-sucking campaign on Smallville's teen female population that night. However, he had to leave Lana to protect Chloe and Leo from that maniac. He had to, because it was his fault — his arrival that brought the meteor rocks, his arrival that caused the mutations that plagued the town, his arrival that created the mutants that threatened his loved ones.

And his arrival that caused the death of Lana's parents.

"Yeah. Good night, Clark."

"Night."

'_I am such a bastard_,' he silently rebuked to himself.

----------------------------------------------------------------------

The next morning, Leo approached Jonathan as he tinkered at his workbench in the barn.

"Good morning. I heard you took out a bank loan today."

"Did you?" he remarked wryly.

"Small town," she reminded him. "Well, anyway, I'm meeting with Tom McGregor tonight. Hopefully, he'll have the good sense to let me invest in his operations."

"Tom McGregor?"

She nodded, "I told you. I want to invest in a local farm. I'm just sorry that it's not going to be yours."

Leaving Jonathan to chew on that, Leo departed.

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_He was in a graveyard, surrounded by tombstones. All of the people he loved were there…his mom, his dad, Lana, Pete, Chloe. It was dark and raining and the graves just stretched on and on, endlessly..._

Clark, still shaken by Cassandra's visions, was delivering Leo's produce when his friend drove up, parking in the parking circle in front of the castle. He slowed down to allow her to catch up.

"Has everything been all right?" He asked. "You haven't had any more problems with your cars or anything?"

"Why? Has something happened?" Leo asked.

"It's only been a few weeks since I fished you out of a river, Leo." Clark's comment was delivered with a smile.

"So why right now?"

Reluctantly, Clark said, "I met this woman at the retirement center, and she can kind of see the future."

"Let me guess. She told you your future," Leo said as Clark deposited the crate by the kitchen door.

"Not exactly. She said someone very close to me would-," he couldn't finish.

"Die?" Leo laughed.

"I know it sounds nuts, but when you talk to her, it's like she really knows," he replied earnestly.

"She knows, all right. She knows you'll buy it."

"I think she's for real."

"Then the question you have to ask yourself is...do you really want to know the future?"

"Don't you wish you knew how it was all gonna turn out?"

"Life's a journey, Clark. I don't want to go through it following a road map," she replied wryly, as they walked towards her study. When they arrived, she sat down on the sofa, patting the seat next to her. "Come. Sit here. We need to talk."

Clark dutifully sat on the sofa, and Leo pulled a photo from a file folder in her credenza. As she crossed her legs, her knee brushed lightly against Clark's.

"I once read about a rich man who survived a hotel fire," she began. "He hung onto the ledge for an hour before the fire department rescued him. Afterwards, he bought the hotel...always stayed in that room. When they asked him why, he said he figured fate couldn't find him twice. But every time I look at this picture, I wonder."

She held out the photo for him to see, and he gasped at the images of the raggedly-torn seat belt – a seat belt he'd ripped with his bare hands when he rescued Leo. She decided showing him the photos would be less threatening than showing him the actual car – she didn't want to scare Clark.

He quickly forced his face into an expression of innocent curiosity.

"Sheriff Waid cornered me at the Farmer's Market a couple of weeks ago," she told him. "Wanted to know how you got me out of the car."

She could see the alarm in his eyes when he asked, "What did you tell him?"

"That you had a pocket knife. One with a legal blade, of course. Don't want you getting in trouble for a pocket knife I never even saw."

_Uh oh._ "Of," his voice cracked, "of course I had a knife. How else could I have gotten that seatbelt open?"

"How else?" She repeated back to him slyly, clearly not buying it. _It's ok. You can tell me. You can trust me._

"Maybe you lived because fate has something else in mind for you." Clark suggested.

Leo snorted at that. "Lionel Luthor has something in mind for me. And Lionel Luthor is stronger than fate." Despite her bitterness, there was still almost a bragging tone in her voice.

Clark wanted to tell her that she was more than her father's heir. She was important to him, too. Only, he'd told her the only ways he knew how, and she didn't seem to understand.

He tried again. "Leo, you're alive. The question you need to ask yourself now is, where do you go from here?" He walked out then, his head held high, leaving her alone with her photographic evidence.

----------------------------------------------------------

Leo made two attempts to see Cassandra. She turned tail and ran the first time.

On her second visit, she walked into the elderly woman's room, a bouquet of white roses in her hand.

"Mrs. Carver?"

"Miss Luthor! You're the last person I expected to walk through my door."

"I wanted to take you up on your offer."

"I thought you controlled your own destiny."

"I do. But certain things have happened in my life. Signs I don't want to ignore."

"What kind of signs?"

"A remarkable young man has entered my life. He saved me from drowning. I need to know if that means anything."

"Ah, yes. Young Mr. Kent," Cassandra pointed to an empty chair. "Please have a seat."

Cassandra held out her hand. Leo looked at it, reached forward, and then at the last second, snatched her hand back. "On second thought, no. I'm not going to give into this superstition."

She stood.

Cassandra spluttered, "But - you can't! You can't just give up like this! What about your friend Clark? What about your fate?"

"I don't need oracles to tell me what my future will be," she replied, putting the roses down on the bed as she left the room.

"Don't you understand!" Cassandra called out desperately as Leo walked down the hallway.

Soon, Leo ran into Clark. "I'm not sure I'd go in to see Cassandra right now. She seems a little . . . stressed."

"Stressed? Stressed how?"

"I almost gave in to your weird superstition thing, but fortunately, reason prevailed. I think it may somehow have unhinged her. She keeps yelling about my fate."

"I'd better go check on her."

"You want me to wait here?"

"No, go on home. I'll drop by later."

"All right." Leo didn't need to be told twice. She wanted to get as far from the raving old lady as she could.

Clark walked into Cassandra's room and saw the difference immediately. "Clark!" she exclaimed, her eyes focusing on his face. "You're here!"

"Yes. It's my scheduled time to visit."

"I know. But . . . give me your hand."

Clark reached out and took the woman's hand in his own.

Nothing happened.

She blinked twice and cackled with an edge of madness. "My prediction didn't come true! I'm free!"

And with that, she exhaled one last time, and the light in her eyes went out.

The first Clark noticed of the medical staff hovering behind him was when a nurse pushed him out of the way and set to work on Cassandra.

After a few minutes, one of the nurses looked up. "You can go home, son. There's nothing anyone can do for Mrs. Carver anymore."

Clark nodded and he headed for home, his mind swirling with thoughts of Cassandra, her passing having pushed all other thoughts from his head.

_She saw her own death. And it didn't come true. Somehow that . . . broke the spell and she lost her 'gift' and the shock of it,_ he snorted mirthlessly, _the shock of it killed her. _

But that failed to lift the burden of his own vision of his future. Of the graveyard. Alone.

Did he, too, have the power to avert that fate? And if so, what would he have to sacrifice?

-----------------------------------------------

Leo buzzed around her office at the Plant, placing books on the bookshelves, picking file folders up off of the floor, sticking a three-page letter of intent into the fax machine and storing it into the machine's memory in preparation to send it. She was interrupted by a buzz from Sylvia, the receptionist.

"Ms. Luthor, Dr. Vargas is here for your 11 o'clock."

"Very well, Sylvia. Send him in," she acknowledged.

Upon entering her office, Dr. Vargas spoke. "Miss Luthor, thank you for seeing me. We need to talk."

"Just a minute," Leo picked up the incoming faxes and began stapling them. "I'll be," staple, "all yours just as soon," staple, "as I finish this, Dr. Vargas."

Once the faxes had been stapled, Leo began to cast around for something else to do.

"Your test results came back," Vargas began, watching Leo as she sat down at her desk and began to print something out.

Not giving up, Vargas tried again. "The second batch of tests came back normal. In the high end of the range of normal, but we see a lot of that in people who've spent time in Lowell County."

"Normal," she repeated, as if the word had ceased to have meaning for her.

"Normal."

Leo grinned hugely and stood. She held out her hand to Vargas. "Thank you, Dr. Vargas. Sylvia will see you out."

As soon as the physician was gone, and the door closed, Leo allowed herself one skipping dance step back to her desk and set back to work.

--------------------------------------

That evening, Clark dropped by the mansion to visit Leo in the study.

Clark's visits were no longer confined to the Sunday produce deliveries – he frequently stopped by in the evenings to shoot pool or darts, while trying to outwit each other with inane television trivia. Leo indulged Clark's quirky sense of humor, while Clark humored Leo's well-meaning matchmaking attempts. It was fun.

And thus was how an unlikely friendship between Smallville's only alien and the lonely billionaire heiress flourished.

Leo let Clark drive the Lamborghini.

Clark let Leo drive the tractor.

Leo talked about her shitty family life.

Clark talked about his shitty love life.

It's what friends did.

When Clark found Leo in her study this evening, she was curled up on the love seat next to the fireplace, sifting through some files. "Hey," he greeted.

Leo smiled brilliantly. "Just in time. Have a seat."

Flopping down in the love seat opposite Leo, Clark asked, "Just in time? In time for what?"

Leo picked up a piece of paper from one of her files. She got up to hand it to him before sitting down next to him. "What do you think?"

"LeoCorp?" He looked over at her.

_You're alive. The question you need to ask yourself now is, where do you go from here?_

Recalling Clark's words, after she had confronted him with her photo evidence from the crash, Leo had thought long and hard on them. Her entire reason in researching the accident rested on control, finding the answers to her questions.

_Where do you go from here?_

But when she considered the matter further, she realized just how little control over her own life she had, and how much control she had ceded to her father. As a little girl, she toiled hard in her studies to win his approval. As a teenager, much of her infamous "party girl" phase was a childish outburst of rebellion against him. Even coming to Smallville was just another exercise in proving herself to him.

_Where do you go from here?_

Leo finally decided she was done letting her relationship with her father govern her life. Instead of killing herself to prove her worth to that man, she would charge out into the world and make her own mark.

She had Clark to thank for inspiring her, and she was eager to share the fruits of her inspiration with her handsome young muse.

"It's going to be the name of my new company, once I've raised the start-up capital to launch it," she paused, biting her lip slightly, "you don't like it."

"No! It's fine."

She looked at him levelly, silently urging him to continue.

"Well it seems to be . . . missing something. How about 'CleoCorp'?"

"'Cleo'? Like Pinocchio's goldfish?"

"Well, technically, it was Gepetto's, but . . . . All right, no Cleo."

"Thank you," she said primly. "I have another question. A . . . personal one."

Clark flinched as if he'd been slapped. He really hoped this wasn't about the accident at the bridge again.

"I need to know if there've been any seemingly-miraculous healings in Smallville."

"Miraculous healings?"

"My doctor says that there's a high incidence of elevated white blood cell counts in Smallville, and so I was just wondering that, since these people don't seem to be sick, according to Dr. Vargas, whether they could just be really, really healthy."

_Like people who can survive being run off a bridge and tear through seat belts with their bare hands.  
_  
Recovering, Clark shrugged, "I don't know. You might want to check with Chloe Sullivan. Weird things happening in Smallville is sort of her hobby.

"Or, even better," he corrected himself, "you could stop by the Torch office sometime and see her research. She calls it the Wall of Weird."

"Wall of Weird?" Leo repeated.

"Silly name, huh?"

"No! Well, maybe a little. But if it'll have the answers I need, who cares what it's called."

They laughed for a moment. Then Leo leaned forward, so close to Clark's personal space that he could smell her perfume. "So, how go things with the lovely Miss Lang?"

---------------------------------------------------------------------

"Most of my friends are trying to get out of high school," Clark remarked dryly.

Leo turned from where she was checking out the Wall of Weird and favored Clark with a smile. "I was meeting with your principal. Apparently, you guys are in dire need of a new computer lab. I figured I could help."

"And while you're at it, you thought you'd check out the Wall of Weird."

She nodded. "You were right. She is very thorough. And they all seem to tie back to the meteor shower. Though I have my doubts about the six-fingered farmer."

"Actually, that's Mr. Lincoln. He goes to my church."

"Really? Well, you know I was here. It's when I met your parents for the first time. And you, of course."

Clark barely suppressed a flinch.

Just then, they were interrupted by Chloe. "Ms. Luthor."

"Please, call me Leo," she said, extending her hand for Chloe to shake. "Clark was just telling me your meteor theory. I like it. Especially since most people think my plant is secretly behind everything that goes wrong in Smallville."

"That's the reigning theory," Chloe acknowledged, still reeling. It wasn't every day that an heiress to a billion-dollar fortune showed up in her office. Though she struggled to maintain her cool, Chloe's journalistic instincts were ablaze with curiosity.

"Are you the only one that blames the meteors instead of me?" Leo asked, breaking Chloe from her initial surprise.

"Pretty much. Well, there is Dr. Hamilton.," Chloe pointed out.

"Except most people don't have too high a regard for a guy who sells plastic meteor chips to tourists," Clark added.

"Doesn't exactly inspire confidence." Leo turned to Clark, "I'll see you tomorrow at Miss...Lana's party at the mansion."

"We're just going as friends," Clark clarified.

Leo grinned slyly, "Sure you are. Hope you got her a nice gift." With that parting shot, she left.

----------------------------------------------------------------------

"Hey, Leo," Clark said as he sat in one of her guest chairs in the study.

"What can I do for you, Clark?"

"I'm totally stumped on what to give Lana for her birthday. I can't afford much, and other than the kind of stuff that costs a lot - jewelry, perfume, that sort of thing, I can't think of a thing to give her."

"Tell me something about her. What does she like?"

"Well, she's beautiful - but you probably noticed that already," Clark ducked his head and blushed a little. "She's sad. Her parents died the day of the meteor shower. She saw it happen."

"So I've heard," came the dry response.

"Well, she likes to read. And she's lonely."

"Lonely. Why does she feel lonely? She has Nell, and you and your friends, and until recently she had the cheerleading crowd."

"That doesn't guarantee that she's not lonely."

"Point taken. So, what do you think you can do to alleviate her loneliness?"

Clark thought for a moment, then began to tell Leo the story of Lana's last happy memory with her parents…

--------------------------------------------------------

Later that afternoon, Leo paid Dr. Stephen Hamilton a visit.

"I want to make you an offer." She pulled an envelope out of her purse and held it out to Hamilton.

With poor grace, Hamilton took it from her and opened it. "What do you expect to get for this?" He snapped as he looked from the $100,000 check to Leo.

"You want to prove to the world you've been right all along? That check should cover your vindication."

"This sort of research could take years, Ms. Luthor."

Leo regarded him silently for a moment. "I'm a patient woman, doctor."

Hamilton nodded brusquely to accept her offer, then asked, "Tell me - why does a billionaire's daughter care so much about a bunch of rocks that fell out of the sky 12 years ago?"

Leo turned for the door, then threw back over her shoulder, "My reasons are my own, doctor."

-----------------------------------------------------------

That evening, at the party, Lana was alone on the balcony. Soon she was joined by Leo.

"Getting some air?"

"Something like that," Lana said uncertainly.

"Waiting for Clark?" Then, answering her own question, "I know Clark. He'll be here. If he can."

Lana responded, faux-dismissively, "It's just a birthday."

Leo smiled at her a little, then headed back inside.

---------------------------------------------------------

After rescuing Pete from the fat-sucking meteor mutant Jody, he then carried both of them to the hospital for treatment before running to the mansion to find that Lana's party was long since over. He went to Lana and Nell's house and awakened Lana, throwing pebbles at her bedroom window.

When Lana finally opened her window to poke her head out, she commented, "You kind of missed cocktail hour."

"I'm sorry."

"I told you, I stopped believing in happy birthdays a long time ago."

"Well, maybe I can change that," Clark offered hopefully, "Look, I know I blew it tonight, but at least let me give you your present."

"When?"

"Now."

---------------------------------------------------------------

"Pass the popcorn," Lana requested as they sat in the cab of the Kents' truck, watching the cartoon shorts being shown on the side of the barn.

Clark handed the bag over, and they reached in for some simultaneously.

Suddenly, even the sound of their breathing stopped.

"Clark . . . I . . ." was all Lana got out, before they stared deeply into each other's eyes, pulling towards one another.

The popcorn bag fell to the floor, forgotten, as Clark raised his hands to her hair, pulling her gently to him for a kiss.


	5. Chapter 5

**All previous disclaimers apply. All reviews welcome, including flames--I'm a glutton for both praise and punishment!**

**Author's Note:**

**In addition to this chapter, i also amended chapter 3 as of 11/15/05. Bottom line: Roger Nixon will NOT be a recurring character in this story; Leo just demands his list of experts and drops him like a bad habit. I'm taking the main story line in a very different direction later on.**

**Sorry for the inconvenience, but I warned you in chapter 1: this is a work in progress. **

**Also, chapters 5 and 6 are primarily to lay some background for some later fireworks in the chapters ahead. just fyi. **

**max: glad you approve! as for your episode requests...i wouldn't worry; their coming. i just need to develop a few things before i incorporate those.**

**windyfontaine: i appreciate the praise! hopefully i'll stay worthy of it!**

**Anyway, enjoy!**

**spoiler: hothead, kinetic**

**Chapter 5 **

Leo had already cancelled this meeting, but her father's minions were as persistent as they were odious. It was a shame that she had just completed her workout this morning—this meeting was sure to generate enough frustrated energy to keep her going for at least another hour. If this kept up, she was really going to be in great shape.

_It would certainly be a better workout than he ever gave me_, she recalled derisively, thinking on one of her unwanted visitors in particular.

Breezing into her study, she found three of her father's stuffed shirts waiting impatiently in their suits, clearly perturbed. Leo strolled in casually, wearing her karate _gi_ and a towel draped around her neck. Discreetly eying the lead suit, she reconsidered her earlier frustration. If she had to take this meeting, she could at least amuse herself by rattling some cages.

"Well, if it isn't the three wise men," she announced loudly.

Walking into the room, she passed the lead suit en route to the beverage table and retrieved a bottle of Ty Nant water.

"Hello, Dominic," she offered facetiously. Leo silently congratulated herself—there was almost no trace of her lingering bitterness toward him. To have allowed that would have been petty, would allow him to believe he still wielded any sway over her emotions.

Which he didn't. Not anymore.

Dominic, the lead suit, had no such control; his annoyance was etched all over his face. "I'm assuming you're running late because you've been at a karate lesson. Or have you taken up yoga again?" he inquired snidely.

Leo chuckled mockingly. "I'm not running late. I canceled this meeting, if you recall."

"And your father insisted that we drive down here and keep it."

"Mmm, and when he barks, you jump," she observed, walking away from him to set up a new game of pool.

"Have you seen the quarterly numbers?" he demanded, following her across the room.

"Yes, I have," Leo replied, selecting a cue stick from a rack on the wall, "We're twenty percent below projections."

"And your father expects you to take drastic action," Dominic pressed.

"I plan to," she replied dismissively as she chalked the end of her cue stick.

"Good. Then I can inform him that you'll be cutting your workforce?"

"On the contrary, you can inform him I plan on increasing my workforce."

Dominic's jaw dropped. "By how much?"

After cracking her opening break, Leo briefly regarded him with a look she reserved for dunces and idiots. "Twenty percent."

To that, it was Dominic's turn to chuckle. "Leo, I've always enjoyed your unique brand of humor, but you can't be serious."

"You gotta spend money to make money, Dominic. If we increase productivity and marketing while our competitors retreat, when the sector bounces back," Leo sank a six-ball in the corner, "we'll corner the market."

"Your father sent you to Smallville to turn the plant around!" Dominic snarled angry.

"My father sent me to Smallville because he'd rather surround himself with drones than people who challenge his archaic business practices," she responded belligerently, "Of course, that must be hard for you to grasp, having never hatched an original idea of your own before. But luckily, my father has always been small-minded enough not to notice."

"I'll be certain to tell him that," he replied curtly. _She's still the same spoiled, self-centered brat_.

"Please do. Now, this meeting is adjourned." _What the hell had I ever seen in him?_

As Dominic started to leave with his other silent minions in tow, Leo called out blandly, "By the way, Dominic, you're looking well. I guess those pills really must be helping with your little problem—I hear they work wonders for men your age."

One of Dominic's companions sniggered softly as Dominic turned, glared at Leo, then stormed out.

---------------------------------------------------------

After her meeting with Dominic, she abandoned her game of pool to retire to her room for a bath—Dominic had that effect on her. While petty barbs weren't really her style, she couldn't resist ribbing Dominic over his little insecurities. It was the very least that she owed him…

Leo had first begun dating Dominic while she was attending Metropolis University. They had actually known each other for years already. He had been employed at Luthorcorp for over a decade, and they had previously met on numerous occasions at her father's various business functions and social events. Although almost twenty years her senior, he possessed an urbane wit, charm, that sexy little British accent, and raffish good looks that had beguiled her when she was younger and more impressionable. Despite his sandy hair, his sharp expression and neatly trimmed goatee vaguely reminded her of her father—albeit a younger version that didn't treat her with disdain, at least at that time.

Not that Leo was a love-struck babe in the woods. Even back then, she was hardly a virgin, and she had already established quite the reputation on the club scene. Sex with Dominic was adequate—while he had only "minute man" stamina, he at least knew how to use his tongue and fingers deftly enough.

Still, Dominic had been her first truly serious adult relationship. In moments of fancy, she even entertained uncharacteristically dreamy visions of them running Luthorcorp together someday. He was intelligent, debonair, and seemed to genuinely care about her.

Right up until he betrayed her.

In retrospect, Leo cursed herself for her naiveté. Lingering lazily in bed one Sunday morning, after their morning romp and perfunctory pillow talk, conversation drifted to "shop talk". At the time, Dominic was a Senior Project Manager in the Pharmaceuticals Division while Leo was a junior VP in a different department, despite the fact she was still attending school. Leo had been studying the trends in the dot-com boom in her advanced finance class, and she had carelessly mentioned to Dominic how her analysis indicated that the tech bubble was due to burst within the first or second quarter of the coming year.

She outlined her belief that Luthorcorp should divest itself of their portfolio of dot-com investments and devote the funds to advanced gene research in their core industries instead. She was seeking his input, hoping that he could help her to refine her ideas, before she formally presented them to the board of directors.

With that understanding, she was shocked when she later learned that Dominic stole her ideas and presented them to the board as his own. The board eventually endorsed the proposal. Sure enough, the dot-com bust came, as Leo had predicted, in the spring of 2000. The decision to pull-out had saved Luthorcorp millions. As a result, Dominic was touted as Luthorcorp's new fair-haired boy.

Leo had loudly protested his betrayal. Her father scolded her for being petulant.

Dominic was promoted to head-up the prestigious Agrichemical Division in Metropolis, widely coveted throughout Luthorcorp as the fast-track to the CEO's position.

Meanwhile, Leo had been shunted to the Crap Factory in Smallville.

Which, technically, made Dominic her boss. Technically.

_La vie est dure. Life is hard._ While Leo may have lost that battle, she remained determined to win the war.

-----------------------------------------------------

Ensconced in her office at the Plant, Leo perused the caller ID as her office phone rang. She sighed and steeled herself: here came the call she had been expecting. And dreading. She clicked the speaker phone on.

"Leo Luthor."

"Congratulations, Leo, you made the business page for once," her father blustered without preamble.

Her father's disgust was perennial; only the conditions varied. Still, she couldn't afford to ignore him completely; that would only make him more dangerous. She reminded herself to tune back in to his droning.

"--you know perfectly well how I feel about you."

"Hence, I'm at a crap factory in Smallville," she responded flatly.

"Leo... Did you know the Caesars would send their sons to the furthermost corners of the empire, so they could get an appreciation of how the world works?"

_But I'm not your son--just the daughter you never wanted._ "Whatever helps you sleep at night, Dad."

"This isn't play time at some fancy school. I expect those workers gone, by noon tomorrow."

_Click._

After that stellar conversation, Leo grabbed her laptop and keys to work at the Beanery. The glum drudgery of the mansion and the isolation of her office at the Plant held no appeal to her. She needed to be around people. More specifically, she longed for a certain farm boy's company—just the thought of his carefree, goofy grin could pry a genuine smile from her. When she arrived at the coffee shop, she ducked into a rear booth and began poring over personnel files on her laptop.

Before long, Clark came to sit with her as soon as he spotted her. If she were completely honest with herself, that had been precisely what she had been hoping for since she arrived. She nodded sympathetically as he told herabout how he had defied his father to join the football team and railed against the unfairness of his father's disapproval.

Leo wondered absently if she had been half as melodramatic when she was that age.

Finishing his tirade, Clark smiled warmly at her. "Whatcha' working on?"

She groaned. "Trying to figure out which poor bastard should get the ax. My father wants me to cut twenty percent of my workforce.

Clark's brow wrinkled with concern. "Any way around it?"

_My god, could that boy get any more adorable? _

"Once my father's made his mind up, he's not easy to turn around." Leo replied aloud.

Drawn to Clark as iron to a lodestone, Lana sat down in the booth next to Clark, handing Leo a mug of cocoa (instead of her cappuccino) and Clark a darkly vile substance that might have once been coffee.

"If it makes you guys feel any better, you should have seen the look on my aunt's face when I took this job--not that I was eavesdropping or anything," Lana commiserated.

"I guess we're all in the same boat," Clark observed.

Leo gently shook her head, "No, no. You both stood your ground and are doing what you want. I caved." Then she lifted her mug, saluting them, "But you two have inspired me."

As Leo watched them together, so young and charming, she decided that clearing Clark's way to Lana had been the right thing to do. If nothing else, she had at least done something right.

However, she still struggled mightily to contain the jealous bile that rose in her throat at the sight of them. But was it her jealousy of their simpler, happy lives that drew her ire--or was it something else?

"Cheers." Leo saluted outwardly.

Clark and Leo hoisted their mugs to their lips. As Leo sipped her drink, she got whipped cream on her nose and upper lip.

Clark stifled the momentary urge to lean across the booth and lick it off himself.

"So? How is it?" Lana asked, snapping Clark from his reverie.

"It's perfect." "Good" Leo and Clark answered simultaneously.

"Okay," Lana smiled brightly, pecking Clark on the cheek before walking away to fill another order.

Moment of silence.

Clark shot a dubious glance at the contents of his mug. "Is that what you ordered?"

Leo offered a conspiratorial smirk to her young friend—her only real friend.

"Not even close," she replied dryly.

-------------------------------------------------------------------

The following night, Lionel Luthor stalked into his daughter's study, clutching a sheaf of papers in his hand. Having been forewarned of his arrival by her staff, Leo leaned back in her chair at her desk and calmly shut the monitor of her laptop, adopting a careful poker face.

"What brings you out to the country this fine evening, Dad?"

"What is this?" Lionel demanded, waving a report at Leo.

"It's my new proposal. I worked out how to cut the operation budget by twenty percent, without losing a single job."

"Leo. I specifically told you to cut your workforce."

"Why? With this plan, you don't get the bad P.R."

"That's not the point!" Lionel snapped. Agitated, he slammed the report down on Leo's desk and stalked over to the bar to pour a drink.

"Careful, Dad, you're getting emotional," she chided, ambling to the bar to refresh her own drink.

As they stood together at the bar, Lionel turned to his daughter and slowly nodded, smiling ruefully. In the orange glow of the fireplace, and given their physical proximity to one another, one might _almost_ have mistaken them as sharing a tender, intimate family moment from the soft tone of their voices. Almost.

This was the closest Luthors came to having tender family moments.

"You get one," Lionel rumbled softly.

"One what?"

"One chance to defy me."

Leo chuckled. "I can't figure out what you hate more-the fact that my plan works, or that you didn't come up with it first."

"Just remember--empires aren't built on clever bookkeeping," Lionel counseled.

_They were built on power._

And what was power, really? Money, some said, though Lionel knew that was more a product of power than its base. Information, said others. That was close, but not quite it. He had found power to reside primarily in the weakness of others. It was a kind of vacuum that begged to be filled – though most simply couldn't. They couldn't even fill the holes in themselves, which was what made them weak.

'_Until she mastered that lesson, she would never truly be ready to wield real power.' _Lionel thought to himself.

Leo's features hardened. "Dad... You have no idea what I'm capable of."

She coldly smiled up at her father, the sincerity never reaching her eyes.

Lionel was trying very hard to disguise his surprise at this unexpected display of backbone. While he was glad she was asserting herself, he didn't appreciate her doing it _with him_. He was uncertain as to where it came from, and disliked having it directed at him.

-----------------------------------------------------------------

As Clark's visits to the mansion had grown more frequent, so had Leo's periodic visits to the Kent Farm to visit Clark. Though they would occassionally lounge together in the Kent's living room to watch TV, most of her visits were spent talking in Clark's loft--under the ever watchful eyes of Clark's parents.

Jonathan watched them because he was suspicious of a Luthor discovering Clark's secret. Martha watched them for other reasons entirely--she still vividly remembered how she and Jonathan had spent time together in that very same loft in their younger days. While she didn't harbor her husband's prejudice against all things Luthor--Lillian had made Clark's legal adoption possible--she was nervous about why this older woman would spend so much time with her underaged, teenage son.

So it was that Martha brought a batch of her freshly baked fudge cookies and ice-cold milk as refreshments for them to snack on--in addition to checking up on them.

When she approached, Martha did her best to fade into the background as she watched the pair interact. Definitely beautiful, Leo had an air of assurance and utter confidence that Clark lacked...though her eyes had nothing on Martha's son. Even though Leo's eyes sparkled as she watched her friend, the sweet innocence and genuine gentility that Clark's eyes held was not to be found in Leo's.

This was a woman trained to business, to ruthlessness... and though she did appear to have a softer side to her nature - _perhaps brought out by Clark?_ - it was something that she could show or not show by choice. Or so Martha had deduced in a limited amount of time.

Completely engrossed in each other, they did not notice Martha's initial approach.

"...anyway, what brings you out here?" Clark asked casually, studying Leo's face.

"Just admiring the view," Leo replied slyly--even she was unsure which view she meant. "I didn't mean to interrupt your blissful reverie over the lovely Lana--congratulations, by the way." Her voice contained just enough sincerity for Clark not to notice the wistful undertone.

"Uhh, is it that obvious?"

Leo smiled softly, only to make Clark groan and blush profusely.

For all her smug confidence in reading people, Leo had completely misjudged Clark's train of thought. Glancing over at his friend, Clark was startled at just how sexy she was. Wearing her typical dark pleated skirt and clingy silk blouse, the tendrils of her copper-colored hair hung alluringly over her rosy cheek, her vanilla scent tickling him, tempting him, simultaneously filling him with both ease and anxiety...

As if dating the prettiest girl in school wasn't enough, now he was lusting after his new best friend. Clark was ashamed of his duplicity--he was a horrible person. Was it regular hormones or his alien physiology that had transformed him into such a pig? While Clark was strongly attracted to Lana, he was still filled with a sense of angst and expectation around her, his lingering guilt over killing her parents never completely leaving him.

With Leo, sexual tension comingled oddly with comfort and understanding. While Leo's alienation from the town was different from Clark's, she was really the only person he knew who could empathize with his isolation, much more so than Lana or even his parents. As a result, he didn't feel so alone when he was with her. That drew him closer to her, to that odd bubble they shared together that both soothed and titillated.

After dealing with Dominic and her father, in addition to the regular tedium of the plant, Leo basked in the same soothing bubble with Clark. Better than any hot bath, her young friend always lifted her spirits, both with his innocence and his homegrown morals. After a long day in corporate hell, the pearly white teeth of his smile shone like a beacon to guide her home to him, to safety--and she hoped they always would. He made her feel safe, and that was a sensation she hadn't felt in a long time.

Unaware of the barn's other occupant, Leo caught Clark's startled doe-eyed expression and traced his gaze to Martha's approaching movement up the creaky steps.

As Martha laid out their milk and warm cookies, Leo savored every morsel of her guilty pleasure, reveling in her sweet escape from the rest of her life.

* * *

Since her arrival in Smallville, Clark had quickly become the ideal against which she judged others around her. While Leo was mildly disturbed at how she could elevate this mysterious farm boy to such high esteem, she was even more disturbed when she had failed to find another person who lived up to that standard. 

However, there were still occasions when Leo was pleasantly surprised, as was the case with Lana Lang...

"--small towns across the country have revived their old downtowns, returning them to the social centers they once were. They didn't do this by building cookie-cutter malls or parking garages. They did it by restoring the great old buildings that were already there, turning them into cafes, bookstores, restaurants," Lana lectured.

"You want to turn the Talon into a cafe-bookstore?" Leo asked.

"It could also be a venue for local bands and art-house movies. If you look on page 12, I found out you can register the building as an historic landmark, which gives you certain tax benefits," Lana clarified, "Just… don't ask me to explain them."

Leo smirked quizzically at her. "Who's gonna manage it?"

"Nell said she'd be interested, and I can train with her after school, try running it myself in the summers."

Leo was suitably impressed by the detail of her written proposal and the sophistication of her presentation. "How'd you come up with this?"

"It was something Clark said. He told me you like to challenge people." Lana explained.

Leo nodded knowingly. Clark…of course. "Well, you've definitely risen to the challenge."

Leo silently applauded Lana's moxy. Maybe the teen queen was worthy of Clark's affections after all--though she still had her doubts.

"So it's a deal?" Lana asked hesitantly.

"I need to look over everything, but yeah. It's a deal."

"Really?"

"Really. I think this could be the start of a very interesting partnership," Leo replied, and she was mildly surprised to almost mean that.

_Keep your friends close, and your enemies closer. But which was she?_

Regarding the girl in front of her, Leo couldn't help but be slightly reminded of herself at Lana's age. Bright, intelligent, earnest, determined. And while Lana may have lacked the rebelliously wicked streak Leo had in her younger days, Leo actually counted that more as a blessing than a drawback. That Clark thought highly of her also spoke volumes about her character, at least in Leo's estimation.

Perhaps it might be worthwhile to take her under her own wing. Leo had never had a real mentor herself, but she was convinced that she had the knowledge and experience to make a good one for Lana. At the very least, she would never abuse and belittle her, like Lionel had done to her.

* * *

Despite her newfound respect for Lana, Leo couldn't help but suppress envy at the younger woman as well. Nursing her aged Highland whiskey by the study's firelight that evening, she thought on all the advantages Lana enjoyed, and idly wondered if she truly appreciated them all. 

Lana had a loving parental figure like Nell, who obviously loved her very much.

Lana had a circle of friends, who genuinely cared about her well-being, instead of the cloud of wealth- and status-seekers trying to exploit Leo.

Lana would now have a nurturing mentor like herself, instead of a tyrant like Lionel Luther.

And Lana had Clark, and that was the treasure that Leo envied most of all.


	6. Chapter 6

**All previous disclaimers apply. Threw in a shout out to Oscar Wilde as well. enjoy!**

**Author's Note:**

**To any and all of you who reviewed: Thank you so much for all your feedback--I appreciate both your support and your criticism. all of your input have helped make me a better writer and keep me motivated to keep writing. unfortunately, i've recently been taken to task on the "no responding to reviews in the chapter" rule. personally, i disagree with this rule since i value all feedback, both anonymous or signed. However, i have to respect the rules of the forum while i'm here.**

**while i may not be allowed to respond to reviews in the chapter anymore, please rest assured that i highly value all your feedback and will continue to incorporate all your criticisms/opinions/praises in my work. i hope you all continue to take the time to review--your effort to do so is always appreciated, whether to voice praise or criticism. anyway, hope you enjoy the chapter!**

**spoilers: zero**

**Chapter 6**

Leo waited until the head of her security disappeared out the back door of the gym before she returned to her workout.

A strand of hair escaped her ponytail as she pummeled the heavy punching bag with kicks and punches. It was all she could do to keep her mind occupied, to keep from rolling over in her mind, again and again, what was going on around her. The appearance of someone referring to themselves as Jude Royce, Kasitch showing up claiming that Jude was stalking him, Kasitch's severed hand being mysteriously delivered to her at the Talon's renovation site. Leo threw an uncontrolled punch into the bag in front of her, wincing a little as the sharp pain sang through her elbow.

_What the fuck was going on?_

Leo cursed the demons from her past, demons that were all her own making. After having broken up with Dominic after his betrayal last year, Leo celebrated her newfound 'single' status by seducing her friend Amanda's fiancée, Jude Royce. It was the worst kept secret in Metropolis society that Jude regularly cheated on her—Leo thought she was doing Amanda a favor by exposing him to be the dog he was.

_No, that was a lie_.

Leo knew the real reason—she was still hurting, and she needed to lash out at someone. Anyone.

_Pulsing club lights pierced the darkness of the club…the erratic beat of the music…smoke from the cigarettes and marijuana mixing with the tangy scent of alcohol and sweat...her hips grinding on Jude…his surprise and anger when Amanda confronts them…Jude knocks Leo to the ground and brandishes a knife…the bouncer, Kasitch, jumps in between and gets stabbed…Jude steps toward Leo…a shot rings out…Jude is dead…Amanda is holding the smoking gun, eyes widened to saucers, tears racing down her cheeks in shock and horror… _

It was senseless. It was despicable. But it was what Leo did. It was all her fault.

_Some cause happiness wherever they go; others, whenever they go._

That was Leo. She was a human stain. A blight on society. Maybe it would have been better if Jude had just stabbed her that night. Or if she drowned that day at the bridge. Or if she were frozen to death by Sean Kelvin. Or if that animal had just killed her at that party...she should have died so many times before.

_Maybe it would have been better if I died._

_Why am I still here? _

Leo recalled the night of the shooting, when Phelan had shown up to "take care" of the situation. Still a little naïve as to how far her father's influence stretched, Leo had been baffled as to how the detective could have kept her name and part in the shooting out of the papers. She told Phelan that she had shot Jude, not Amanda—it was Leo's act of penance, and the very least that she owed Amanda. Besides, Leo knew that her father would never lift a finger to protect Amanda; but he would expend the resources to protect his own daughter.

Luckily, it had been dark, people had been too wrapped up in dancing, drinking, tripping, and fucking to witness what had truly occurred. Now that Kasitch was missing, and most likely dead, there were only two people left (aside from Phelan) in this world who knew the truth of how the events had transpired that night.

But where was Amanda now? Leo's security was usually more efficient at tracking people down. Perhaps, after that night a year ago, Amanda had thought it best to change her identity, move far away just to protect herself. Leo hoped she understood that no one was going to come after her. No one was ever going to know the truth. Amanda deserved better than that. She deserved better than what she had endured. If only Leo could have done more for her.

In the end, it had only been her father's money that had been able to protect Amanda, and apparently, that wasn't enough. Would whoever had been stalking Kasitch, and now Leo, go after Amanda next?

She couldn't take back what she did to Amanda, but Leo had to do whatever she could to make certain Amanda stayed safe.

Of course, that was tough to do when one was dead.

Which Leo was certain she was when she felt the cool metal of a gun barrel placed against the back of her neck. Sucking in a sharp breath, Leo turned around slowly to face her assailant, shock pulsing through her as she recognized the face. She was proud of how well she concealed it, the calm she forced to settle over her nerves -- which were stretched taut, even with the gun that was pointed at her.

"Nothing to say?" The man who wore Jude Royce's face smiled at her, stepped closer, gun aimed just below her chin. "I thought Leo Luthor had all of the answers."

Leo swallowed as it pressed into her skin. "Look, you twisted son of a bitch…I don't know what you want - "

"I want to know what happened at Club Zero!" He demanded, pressing the gun more insistently. "The cover up."

Leo thought maybe her heart would pound right through her chest. There was a madman holding a gun against her throat, and he had only to twitch his finger to end any speculation Leo might entertain as to where Amanda was. In fact, it would pretty much end everything. The problem was, Leo had no idea who this person was - Jude was dead, she saw it with her own eyes - or where any of this was going. She remained silent, hoping it was the right course of action.

The man who wasn't Jude Royce, but seemed to think he was, stepped closer, almost caressing the gun against her neck, his gloved fingers moving over Leo's shoulder as he spoke. "You know the bouncer? Hmmm? The one on the report, Kasitch." He reached over and touched Leo's chin, stroking it too intimately, smiling while he did. "He was hiding out at your penthouse in Metropolis when I caught up to him. I find that _very_ interesting."

Leo hated being pawed. It angered her, set her on edge.

It made her do stupid things, like ask the psychotic man with a gun to her head, "Why don't you just kill me then?"

The impostor seemed to lack a response at first, and Leo realized that maybe she shouldn't be taunting the armed and insane. "Because, uh, it's fun to watch you suffer?" her assailant finally replied, smiling, as if pleased with his answer.

If possible, Leo thought the beat of her heart was moving even faster.

Getting more involved in his role of tormentor, the false Jude continued, "Knowing that at any moment - bang!" He shouted, jamming the gun against Leo's temple.

Leo winced. She tried to stop herself from doing so, but it was very possible that the gun pointed at her head could go off at any moment.

And there was nothing she could do about it.

"Tell me," he continued as he took a step back, pointing the gun directly at Leo and cocking it. "What really happened."

"Leo!"

At the sound of Clark's voice, Leo glanced toward the door, wondering how he always seemed to know when she needed him most. Was he psychic? Did he have her wired? Her father's security wasn't as accurate as Clark was. She was about to warn him to stay away, when she turned back to find Jude Royce's impostor gone. Inwardly, she sighed with relief, even as she scanned the gym, searching for her assailant.

"Leo, are you all right?" Clark asked with concern.

Finally, certain the gun-toting maniac was gone, Leo turned to face her familiar savior. "Clark, what are you doing here?"

He appeared confused for a moment, searching for a reply, shuffling his feet and crinkling the paper he held in his hands before he shifted uncomfortably and said, "Your office told me you were here."

Leo didn't respond, still trying to catch her breath and slow her heartbeat back to normal. She hated feeling this helpless, this out of control.

She needed to be alone to regroup, think, figure out what was going on and who the hell was stalking her.

Leo could feel Clark's eyes moving over her. Suddenly self-conscious, she suspected Clark was probably a little surprised at her appearance. At least, she hoped that was why he was staring at her. While Clark had seen her in a karate _gi_, Leo had never worn anything as informal as the black tank top and grey sweats she had on now in Clark's presence.

"I thought I heard someone else," he commented.

_Fuck. _

Leo grasped at a level of calm, schooling her features into a mask of boredom. "No. I'm all alone."

Removing her gloves, she moved away from him, walking over to a bench beside the boxing ring and sat down. Her chest still ached from the pounding her heart had given it. Grabbing a towel to wipe the sweat from her brow, Leo glanced up as Clark walked over to stand in front of her.

"I looked up Max Kasitch," he commented. "I know what happened at Club Zero."

Leo's stomach lurched.

"He shot and killed Jude Royce. Everyone fits into this except for you. What's going on?"

Leo wanted to snap at him for getting involved in something that was dangerous. As sweet as it was that he was trying to look out for her, it pissed her off that he was involving himself where he didn't belong.

She didn't want Clark anywhere near this.

Glancing up at him, her eyes pleaded as she told him, "Please, Clark. For our friendship, I'm asking you to stay out of this. Some secrets are better left alone."

Clark looked ready to argue the point, but then mysteriously backed down. He dropped his gaze for a moment, to the paper he held in his hands, before finally folding it and placing it in the back pocket of his jeans. Clark had a million questions running through his mind, but even he knew now wasn't the time. Leo was noticeably shaken up. He knew she hated inaction as much as he did, though it was something they had never overtly discussed.

Patience and control were things to cherish, to be proud of. Clark knew he possessed neither.

Little did Clark suspect that Leo possessed even less.

Leo picked up her water bottle and took a swallow while she watched him. He glanced around anxiously, apparently stalling for time while he searched for something to say. Not letting him off the hook, Leo remained silent.

"So, uh, you work out here often?"

Leo's eyes narrowed for a moment before she shrugged. "When I need to think, clear my head."

He looked back over at her, grinning, nodding his head towards her damp tank top. "And get sweaty. I thought Luthors never sweat."

"We don't." Leo stood back up and stepped towards him. "We perspire."

"Very elegant." he nodded with mock seriousness, laughing at her with his eyes.

Leo returned a wan smile, relieved to have diverted the conversation. "Shouldn't you be at school?"

Clark shrugged, suddenly unable to meet her eyes. He walked around her to the bench she had just vacated and picked up one of her discarded kick-boxing gloves, examining it as he answered, "I'm skipping eighth period. It's no big deal--it's just agriculture. I could pass that in my sleep."

"I'm sure your parents would love to hear that," Leo commented archly.

"Like you never skipped class." He studied her intently, as if about to say something else, but then returned his attention to the glove before setting it down.

Her ponytail fraying, Leo brushed a strand of hair from her cheek and tucked it behind her ear as she continued to observe Clark with an inscrutable expression, that look that Clark could never quite decipher.

Clark stuffed his hands into his pockets to keep from grabbing her. Why was it, when she looked at him like that, all he could think about was kissing her? She looked so sad, like the weight of the world rested on her shoulders, and they were such narrow shoulders.

Breaking the silence, Leo nodded toward the open workout mat. "You mentioned your curiosity about martial arts before. How about a quick lesson? Try a few things?"

Stepping closer, Clark debated just leaning over and kissing her. This was so wrong. He thought about it long and hard before asking, "What could we try out first?"

"Well," she began slowly, "if we're going to go around trying stuff…Maybe I could go through one of the Tai Chi katas that I know... it would warm me back up, and I'm told that it's aesthetically pleasing to watch."

It was just an idea. It wasn't like she was going cramp up or pull a muscle after pounding the heavy bag for 20 minutes, but it would get her body working better and boost her endurance levels. Besides, she had a lot of tension and nervous energy to work off.

"I'd like that. Maybe you could show me how to do them? I pick up physical stuff pretty quick." Clark peeled off his jacket and flannel shirt, leaving him wearing a tight t-shirt and jeans.

_Jesus. _

Leo knew Clark was strong and in good shape, but she had never truly appreciated what a physical specimen he was. Farm labor must really agree with him. She silently thanked Jonathan Kent for working his son's body to perfection.

"Maybe I should take the boots off too?" Clark asked.

"Yeah, that might help." Leo nodded, and sat on the floor to slip out of her gym shoes and socks as well. She waited until he was done doing the same, before preparing to get up. She smiled gently at him when he held out a hand to help her to her feet, placing her hand in his larger one. He lifted her easily. She then led him to a clear space on the mats.

"I'll start with a basic one."

She stood them in front of a mirror. "Watch what I do, and try to copy it. It's very slow, very controlled... and I'll slow it down even more, and I'll watch and correct you if you need it. Okay?"

"Sure." He watched, as she went through the first few moves, and tried to mirror them. Clark's initial attempts were clumsy, but he told the truth; physical "stuff" came easily to him. By the fourth pass, he had the moves down. Slow and graceful, bending to stretch every part of his body. Long sweeps of muscle moving under the thin veneer of cloth that clung like a second skin.

"Good... very good. You do learn quickly. Now we'll try it at normal speed... it's still slow, compared to something like walking, but faster than we were going." She went through the first few moves, to give him an idea of the pace, before they began again. He kept up beautifully, and she studied his movements with a keen eye. The boy was pure strength in his controlled movements. Absolutely gorgeous.

When they'd finished the repetition, she spoke up softly, "Clark? Switch places with me, please? And watch in the mirror as much as you can... I've seen this done by two people of differing heights before, and it's quite stunning to watch if we switch..."

She went to stand in front of him. When he reached forward, he would almost be touching her, and when straight out, his hands would be level with the sides of her head, above her shoulders. The way Bruce had once shown her.

Clark did as requested and followed her movements, alternating his concentration between her and the mirror. The first time he reached out, his hands brushed her cheeks, fingertips almost catching in her hair. Warmth spread along his fingertips, then up his arm.

The second time, his movements were more controlled. But when he stepped back, he touched Leo again. He drank in the softness of her skin and almost lost himself in her eyes as she looked up at him. Could she be any more beautiful?

"You see?" she murmured in the middle of the _kata_. They were very near each other, and once again, his fingers brushed against her hair.

"It looks beautiful this way. Captivating." Her quiet tones didn't break the spell that seemed to be cast over the room, rendering them both vulnerable to the other as they were caught up in the flowing strength and quiet beauty of their matched movements.

"It's beautiful because you are." No sooner were the words out of his mouth before Clark blushed. He missed the next movement and pulled all the way back from her. "I'm sorry. I-I messed it up."

Leo turned and caught his hands. "Don't back away. Please," she whispered. "Clark..." She hesitated, looking up at him, without being aware that all the loneliness and heartbreak of the past few years showed in her eyes and the turn of her mouth. "You never have to pull away from me. Not ever."

Clark's blush deepened, but he didn't pull away anymore. There was so much to see in her eyes and the sad lines of her face. If he could make her pain go away, even for a moment... maybe he could be what Leo always called him. A hero.

Two steps away and he could feel the heat from her. One more step and he could feel her...

_Lana. _

"I-I'm sorryI-Ican't…" Clark stammered, until Leo silently pressed a finger to his lips and nodded her understanding. She favored Clark with a sad smile before stepping back. By the time Clark was fully dressed again, she restored a blank expression.

"I-I'll see yah later," Clark offered lamely, beating a hasty retreat.

After he left, Leo returned to the heavy back to vent her fury, guilt, sorrow, and frustration. She didn't bother using gloves.

She pounded and pounded until her tears ran dry and her knuckles bled.

-----------------------------------------------

They were just cows.

But the problem was, they weren't. Not really. There wasn't an animal on the Kent farm that didn't have a name. Clark knew them all by heart, could describe the distinct personality of each, what they looked like, down to markings and scars. And in the spring, they were supposed to have calves, babies that he would show at the State Fair and they would sell well, bringing in money for the farm. When he was younger, Clark would keep a few that he would treat like pets, just as he did all of the other animals - the horses, cats, chickens. And the cows.

_'Except now, there weren't any cows_,' he thought to himself, surveying the dead cows lying on his family's land before him.

And it was getting really hard not to blame Leo.

Maybe not Leo specifically but, in the end, it was because of her that this had happened. Clark was having trouble understanding the whys and hows of the entire situation. It was difficult to do when the person most deeply mired in the happenings wouldn't tell him anything.

"Clark, this really doesn't concern you."

Well, it did now. And Clark planned on getting to the bottom of whatever happened at Club Zero with Jude Royce, and how Leo was mixed up in it.

Once he found her.

He had been distant and cold when Leo showed up at the farm to deal with the chemical waste that had been dumped on their land and killed the herd. Clark had vented all his anger and frustration at her continued silence, to which she responded, "Please, Clark, I'm asking you, for our friendship, to stay out of this."

Only he couldn't. Because they were friends.

------------------------------------------------------------

"I'm sorry but Ms. Luthor hasn't been back to the office since she left to deal with the situation at your farm this morning, Mr. Kent," Sylvia explained to him over the phone. "She hasn't checked in. Have you tried her at home?"

"Three times," Clark replied. "Isn't anyone there worried about where she disappeared to?"

"Not really. This wouldn't be the first time Ms. Luthor has simply disappeared for the day. I'm sorry, Mr. Kent, but you'll just have to leave her a message."

Clark sighed, glancing down as his mother walked into the kitchen. "All right. If you hear from her, have her call me, okay?"

"I will. Have a nice day, Mr. Kent." The phone clicked.

_Have a nice day? _

"Who was that?" Martha asked as she moved over to the sink.

"Leo's secretary. I've been trying to find her, but no one seems to know where she is. She's not at the office, not at the mansion, her phone keeps going to voicemail. " Clark sighed as he slipped the phone back into its cradle. "Where's dad?"

"Still supervising the removal of the cows."

"But Leo said that Luthorcorp would take care of that."

Martha shook her head as she leaned against the counter and glanced up at her son. "It's more than just who is going to take care of what, Clark. We don't know what kind of health risk this could pose to us or our neighbors."

"But this isn't her fault," Clark defended quickly. He moved across the kitchen to grab the article he had printed off at school. "I think someone is trying to set her up because of something that happened at this nightclub. Look."

Martha took the sheet of paper from her son, her gaze scanning the headline, which read 'Death at Club Zero' above a picture of a smiling young man. She sighed and rubbed her temple. "Clark, until this is cleared up, I don't think you should - "

"Mom, Leo has always been a good friend to me," Clark broke in, already knowing where his mother was going with this.

"I know that, Clark. I'm usually the one who defends her." His mother looked back up at him. "But there are some things in her past that are a little shady."

Martha was walking an extremely fine line, and she knew it. On the one hand, she could sympathize with Leo's plight--it had taken Martha years before the townfolk accepted _her_ as one of their own. On the other hand, all her maternal instincts were screaming to protect her little boy.

For all his incredible gifts, Clark wasn't equipped to deal with a girl...a _woman_ like Leo Luthor. From his limited experience with women (Lana and Chloe), Clark had an alarming tendency to equate "pretty face" with "good"--and that was a dangerous presumption to make when dealing with someone like Leo.

She didn't want to see her little boy get hurt.

Clark frowned and took the article from her, staring at it for a moment before raising his gaze back. "I thought you always taught me not to judge a person by their past."

Turning to fix a fresh pot of coffee, Martha replied, "Clark, I grew up in Metropolis. I know the Luthor world. It looks glamorous and fun, but the kids grow up too fast, and they can get into trouble. Whatever Leo is going through right now is starting to affect you and our family. Body parts in boxes and poisoned cows? This isn't normal." She had to be gentle--if she pushed too hard, she would push him away.

Smiling a little, Clark commented, "What part of my life has ever been normal?"

_And how come all the women in my life are so complicated?_

His mother found a small smile at that. "We don't want to see you get hurt, honey."

"I won't cut her out of my life, mom."

Martha nodded and glanced out the window. "I know. Just be careful."

"Don't worry." Clark leaned over and kissed his mom's cheek reassuringly before turning to head outside and get some chores done.

"Clark?"

"Yeah?" He turned back to glance at his mother.

"I just think it would be best if Leo stayed away from the farm for a while. I know this isn't her fault, but… just until your father cools down."

Frowning, Clark nodded and let the door close behind him as he moved down the steps toward the barn, article in hand. He would worry about Leo until he heard from her, which would make concentrating on chores difficult. Glancing down at the paper again, he tried to put the pieces of the puzzle together, but there were too many still missing. According to the article, the man in the picture was Jude Royce, and he had been killed by a gunshot fired by a security man at Club Zero. So if Jude Royce was dead, who was the guy who had shown up at the Talon and filled out the application for assistant manager as Jude Royce? Was he the same person who had cut off and sent the hand of Max Kasitch, who had apparently been the one who pulled the trigger and killed Jude? And just how did Leo, who wasn't mentioned in the article at all, fit into it?

He worked in the barn for the next hour, tending to little projects and busy work. Twice, he had to keep himself from going back into the house and trying to call Leo again. He had to remind himself that she would call when she had the chance. She had a busy life and didn't need him constantly checking up on her.

"Can I talk to you for a second?"

At the sound of Chloe's voice, Clark rolled his eyes. He was still fuming from having caught her snooping around the legitimacy of his adoption. This was all he needed.

"How're you doing?" Chloe asked cautiously.

"That depends if it's on the record or not," Clark snapped, wondering for a moment if this was how Leo felt when he pried into her life.

"Okay, I deserved that," Chloe conceded, "I didn't mean to ambush you with the whole adoption agency thing.

Clark shrugged. "Hey, you saw a story and went right for it. That's what journalists do." He privately shuddered at what she would do if she knew why the adoption was so sketchy.

"You're right." Chloe came to a stop beside Clark and looked up at him. "I let my whole desire to be true to my future profession cloud my judgment without thinking how it might hurt you. Clark, your friendship is much more important to me than any of this. So, I'm dropping the whole thing, and asking you to forgive me, please?"

Clark turned his gaze to Chloe, seeing the sincerity in her eyes. He smiled a little. "I forgive you, Chloe. And, thank you."

The relief flashed across Chloe's face, and she quickly threw her arms around Clark. They hugged one another tightly and laughed a little before pulling back.

"Wow, our first fight," Clark quipped.

Chloe nodded, glancing between them. "Can I. can I ask you a question?" At Clark's look, she gave him a reassuring smile. "Totally off the record."

Clark returned her smile and nodded.

"Do you ever wonder about your biological parents?"

"Every day of my life," Clark replied quietly.

Chloe nodded and reached out to touch his arm, squeezing it a little, maybe in apology for asking, maybe in sympathy for answers he might never find.

Attempting to change the subject, Chloe turned to the work desk, looking over some of the items Clark had been fiddling with, when she picked up the article on the shooting at Club Zero.

She read it over briefly before commenting, "Looks like I'm not the only one doing some digging. What's Club Zero?"

"Part of Leo's past she asked me to stay out of," Clark replied with a wry smile.

Chloe raised an eyebrow. "Boy, the irony is so thick in here you could cut it with a knife."

Clark just grinned.

"Oh, by the way!" Chloe set the article down and began digging through her bag. "I brought by some pictures for your parents. I figured they could use it for insurance purposes and stuff." She handed the bundle over to Clark. "I'll see you later. I've got some stuff to finish up at the Torch."

"See ya." Clark began flipping through the photos when a picture caught his eye. "Chloe!" He called out before she could reach the steps. He grabbed the article with the picture of Jude Royce and held it up to the photo Chloe had just handed him. "It's the same guy."

Chloe hurried back over to his side, peering at the matching photos. "What. but he's - "

"Dead," Clark finished, dread sweeping over him.

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Clark tried to remain calm as he sped towards Metropolis, carefully avoiding main roads and the very busy I-70. He had made this trip a few times over the past year and had become familiar with the safest route to take. He knew he had to do better with his concentration, but his thoughts kept returning to Leo and the very real danger she could be in at that very moment.

After discovering the matching pictures of Jude Royce, they had hurried to the Torch together to see what other information Chloe might be able to discover. Before long, the intrepid reporter had come through, complete with address and license plates for the mysterious CEP agent who was registered under the unimaginative name of John Smith. That had been enough to set alarms off in Clark's head, and he told Chloe to call the Metropolis PD and send them to the address on the sheet as he hurried off to locate Leo.

Truthfully, he had no idea where to start.

Metropolis was enormous, and Clark was not very familiar with the city at all. Slowing to a walk, he glanced around, searching for the address Chloe had printed out.

_I probably should have stopped for directions--wait, heck no! Leo was in danger! No time for asking directions; I have to find her._

When he finally stumbled across the correct address, the police and a coroner's truck was parked out in front of the address, signaling that Chloe had made her call.

_Were they in time?_

His heart skipped a beat when he joined the small crowd of onlookers that were gathered just beyond the barricade and saw a gurney that was slowly being wheeled out from the front door, a body bag resting over it. Swallowing panic, he focused his gaze through the bag and to the body inside. When he noticed the missing hand, he felt an overwhelming sense of relief, mixed with pity, for the poor man known as Max Kasitch.

But it wasn't Leo. Which meant she was still out there. Somewhere.

Pulling back, Clark pushed through the crowd to talk to one of the officers. "Excuse me?" The officer turned to glance back at him, "Did you find anyone else in there?" The question was painful, beyond difficult to ask, but he had to get it out.

The officer shook his head and Clark sighed in relief before asking, "Do you know where I can find Club Zero?"

"You're six months too late, kid," he replied.

Clark frowned. "What do you mean?"

"Well, it closed down," the officer informed him. "It was an old warehouse on 78th and Main."

Okay. He knew where Main Street was. Stepping away from the crowd, Clark broke into a sprint, disappearing between two buildings before using super speed to reach his intended destination. Running up Main, he found 78th, and discovered a cluster of old, abandoned warehouses. Clark searched for any outward signs that he was in the right place, but each building looked the same - very little in the way of windows, the doors boarded up, plaster falling, paint peeling. Knowing he had no option left but to search each of them, he started towards the one closest to him, when she heard the gunshot from across the street.

Speeding towards the warehouse, he burst in through the door, coming to a halt when he saw Leo, bound securely in a straitjacket, falling from a second story loft. Spotting the couch next to him, he shoved it towards him, hoping it would be enough to catch her fall, before glancing up to find the man who had shot the gun.

_It was the contractor from the Talon!  
_  
Before he could see him, Clark raced up the steps and slammed him into the wall, knocking him out, then sped back out the door of the building. Turning, he forced himself into a normal run back into Club Zero and over towards Leo.

"Leo!" He called out.

"Get down!" she warned, "There's a man with a gun up there!"

Clark knelt beside her at the couch, relieved she was all right, that she was alive. In answer to her question, Clark feigned confusion when he saw the man unconscious on the floor.

"You mean that guy?" he turned back to Leo, his hands unbuckling the fastenings on the straitjacket that had her bound. "What happened?"

"I have no idea," Leo bit out, her gaze resting on him while she continued to catch her breath. "How'd you find me here?"

Clark flashed her a small smile. "With a little help from my friends."

While he didn't appreciate Chloe's snooping around him, he had to admit that the ability certainly came in handy.

Leo regarded him silently, breathing hard, unmoving as he unfastened the jacket. He carefully helped her sit up while he pulled it off. Clark then leaned over and removed the restraints around her ankles, wondering what the heck that crazyguy had done to her. He moved to sit on the couch beside her, reaching out to take her hands in his. They were freezing, her knuckles savagely bruised and raw. He rubbed them gently, carefully watching her face while she stared ahead, her expression a cross between shock and confusion and...rage?

"Can you tell me what this was about?" he asked quietly. "Isn't that the contractor?"

Nodding a little, Leo replied, "He-he's Amanda's brother."

"Amanda?" Clark frowned, dropping his gaze to their hands while he continued to rub some warmth back into hers. "She was mentioned in the article. Jude's fiancée."

"Yes. Jude was. He had been lying to her. When he was supposed to be out of town. Amanda…," Leo hesitated.

Clark was her friend. Her best friend.

She couldn't lose him. She couldn't risk it.

"Amanda…Amanda and I... found him, partying with… some other woman. I tried to stop Amanda, to calm her down, but then he attacked me, blaming me for bringing her there, for allowing her to find out what he was really like." Leo brought her gaze to Clark's, regarding him silently, before continuing, "Jude knocked me down and tried to stab me, then moved in for more when Amanda picked up Kasitch's gun and shot him."

Clark's hands stilled against hers.

Leo dropped her eyes to the floor. "She didn't know what she was doing. She just. reacted to the situation. Maybe she meant to just fire a warning shot. I don't know. I never had the chance to ask her." she paused. "She's dead. Her brother said she killed herself."

"Oh." Clark didn't know what to say, not when he had absolutely no idea what was going on. Hopefully, Leo would make more sense and straighten this all out for him after she calmed down.

Once he made sure she was safe, Clark got up and located a pay phone just outside the building. He contacted the police to come and collect Leo's assailant. When he returned, she hadn't moved.

Wrapping his arm protectively around her, he tucked her head beneath his chin as he remained beside her, where they waited for the authorities to arrive...together.


	7. Chapter 7

**Spoiler: Jitters and rogue**

**Chapter 7 **

**HEADLINE: SMALLVILLE LEDGER**

**Farm Boy Saves Heiress.** _Local boy Clark Kent, 15, rescued billionaire industrial heiress Cleopatra "Leo" Luthor when a disgruntled ex-employee, Earl Jenkins, seized Luthorcorp Fertilizer Plant #3…Kent bravely ensured the visiting class from Smallville High School got out safely, and miraculously pulled both the young heiress and Jenkins up from the side of a bridge that was about to collapse…Lionel Luthor authorized a facility lock down before his daughter could get free, and looked relieved when he was reunited with her afterwards…Luthorcorp officials deny any allegations of Level 3's existence and state that Luthorcorp will pay Jenkins' medical bills._

_-------------------------------------------------------------------------------------------_

Leo and Clark emerged from the Plant stumbling as they carried Earl Jenkins out, one of his arms draped around each of them as they supported his weight. Clark grimaced, forehead beaded with sweat, the meteor fragments embedded in Earl's body torturing Clark with a thousand pinpricks of pain. Both Clark and Leo gasped with relief when paramedics and SWAT rushed to take Earl—Clark relieved from his exposure to meteor slivers embedded in Earl's infected skin, and Leo from the stress of cheating death once again.

Thanks to Clark. Again.

She glanced over at Clark as his parents engulfed him in a cocoon of loving hugs. His mother exclaimed something about never having been so happy to see him, tears of joy rolling down her cheeks. It hurt to watch, no matter how happy Leo was that Clark was reunited with his family. She looked away and kept walking.

Leo tried not to wince as she approached her father, who glared at her as if this was all her fault. So much for her happy greeting.

"You lied to me," Leo accused quietly, hating that her father didn't trust her enough to tell her the truth about the plant she was in charge of.

"No, no, I didn't. I said Level 3 wasn't on any plans. It wasn't. It's plausible deniability," Lionel stated with haughty self-assurance.

"What the hell _were_ you doing down there?"

"Doesn't matter," Lionel coolly replied, "It was a failure. We closed the doors and moved on."

"You almost got me killed." Her father didn't negotiate with terrorists. If not for Clark, her father would have had SWAT shoot Earl Jenkins down, no matter who was in the way. Assuming Jenkins wouldn't have executed her even before then anyway.

Her father glanced at her smugly. "No, you almost got yourself killed. It was your call, remember?"

She looked away and swallowed back the desire to break down into tears. Leo wasn't sure if they stemmed from hurt or rage. Either way, she hadn't done so in front of anyone in years, and she certainly wasn't going to give him the satisfaction now.

Reporters rushed up, and Lionel turned away from her to address their questions. As if Leo was incapable of doing so on her own, even though the Plant was under her charge. She just stood there, listening numbly without interruption. Finally, she broke in and informed the press that Luthorcorp would do everything in their power to see that Earl Jenkins received the best medical care.

_Because this was our fault_, Leo thought bitterly to herself, and Leo refused to be like her father. She silently resolved to go her own way, to do the right thing, and to hell with her father's bullshit about "plausible deniability".

Plastering on her finest plastic, shit-eating grin, she finished with the sound bite of the night, "because here at Luthorcorp, our employees are like family; and family comes first. Right, dad?"

The gaggle of reporters erupted with her pronouncement, and Leo relished the chance to answer them—not that her father let her. She might say the wrong thing, damage the image of Luthorcorp even further. Even though she had just saved that image. So, with feigned parental concern, Lionel dismissed further questions with a flourish to make the reporters stop and provided them with a perfect photo op—a hug between Lionel Luthor and his beloved daughter.

Her father stiffened against her, his hands condescendingly patting her back. Leo just stood there, staring ahead at what a real hug was, as Clark was enveloped by a real family, with real love. Leo couldn't tear her eyes away from what she coveted most. If it meant living vicariously through her best friend to get it, then so be it, however pathetic that made her.

After the appropriate amount of camera flashes, Lionel stepped back from Leo and turned once more to the press, announcing that a full statement would be prepared by his office and released in the morning.

Knowing that she was dismissed, Leo turned away, utterly empty and beyond caring.

"Leo?"

Turning to the sound of Clark's voice, she found him standing beside her, his puppy-dog eyes radiating genuine concern. "Are you alright?"

Leo smiled thinly. "I think I should be asking you that. You looked pretty bad for awhile back there. If you hadn't pulled us up, I'd be just another splatter on the floor of the non-existent Level Three."

"I didn't do much," Clark replied in his usual humble manner, "You were the one who risked your life to save the class—you put yourself in danger to talk Earl down. You're the real hero."

She almost cracked.

The tears that threatened earlier were now brimming, and she blinked hard to suppress them. No one had looked at her like that in so long, with such caring, such tenderness. She didn't know how to respond, so she remained silent, dropping her gaze between them.

Clark observed her silently for a moment, sensing that there was a lot going on in her head. He knew the way the rest of Smallville looked at her, the way everything she did was watched and scrutinized—the town pariah, locked away in the isolation of her dungeon of a castle. He'd heard enough about her father, and after having now seen the man in action, he was beginning to understand why Leo was so alone.

And he knew exactly what it felt like. To be alone.

Offering her a small smile, Clark stepped towards her and pulled her into a tight hug. His muscular arms cradled her like delicate china, his chin brushing lightly against her forehead.

"I'm glad you're all right," he whispered, his soft, warm breath tickling her ear.

And then the dam broke.

The tears Leo had held overflowed, streaming down her cheeks and staining Clark's flannel shirt when she buried her face against the crook of his neck. As gently as Clark held her, Leo clung to him ferociously, unleashing her heaves, sobs, and big gobs of tears into Clark's impervious chest and neck, oblivious to the world around her. She wallowed in the warm shelter of his embrace, the homely scent of Martha Kent's fabric softener gently consoling her, the fabric from the flannel caressing her skin with the delicacy of a kiss. She felt warm…soft…safe…wanted.

As Clark cradled her in his arms, he briefly wondered how her hair still managed to smell like vanilla and silk after being taken hostage and almost dying. Then, dismissing the errant thought, he closed his eyes and allowed Leo's trembling embrace to reverberate through his entire body. His body of steel formed a protective bubble that isolated them from the chaos that swirled around them.

And for that moment, neither of them was alone anymore.

They had each other.

"I'm just glad you're safe. If anything happened to you in there…" Clark trailed off, squeezing his eyes shut even tighter, ignoring the whirlwind of cameras, reporters, emergency crews, police, and disapproving parental stares. Because nothing else mattered.

As she pulled herself together, Leo wondered if it was selfish of her to be pleased that Clark had been worried about her, that he might have blamed himself if anything happened to her. Was she that desperate to be a part of his life? Her hands smoothed over the back of his soft, sun-worn flannel shirt for a moment, before she hastily swiped at her damp cheeks and pulled away to meet his gaze.

They held each other a moment longer, before Leo finally forced herself to let go and step back primly. "You'd better go. Your parents are waiting," she replied softly. Her eyes were swollen and red, but her thin lips curled into a faint, genuine smile.

Clark returned her delicate smile with a broad grin of his own as they shared an unspoken secret between them—a secret they shared with no one else, and that neither could fully articulate. Leo silently looked on as Clark nodded and turned to rejoin his parents. Maybe she should care about appearing weak, or about Jonathan Kent's withering glare at her when she embraced his son, but she didn't.

Not when, for a brief moment, Leo knew that someone truly cared.

"Need a hanky?" her father offered snidely from behind her.

Leo ignored him. That moment belonged to her and Clark, and she refused to let her father spoil it. Without a word, Leo turned and walked back towards the Plant.

----------------------------------------------------------------------

Lana had been giving him the cold shoulder all afternoon. This surprised Clark. He and Lana had been inseparable at the unauthorized house party Clark had thrown just the other day, when his parents were out of town for their anniversary. However, she had been oddly distant from him ever since the hostage crisis at the Plant.

Sure, she was visibly relieved when Clark assured her that he was okay, and they had spent most of the day doing homework together at his house at the kitchen table. But even Clark could sense that _something_ was off. He continually asked her what was wrong, but she refused to give him anything beyond monosyllabic answers.

After the fiftieth answer of "fine", Lana finally blurted out the question all of Smallville had been whispering, "What's going on between you and Leo Luthor?"

"Wh-what?"

Face screwed up in a frown, Lana left the table, retrieved a copy of last Friday's front page of the Smallville Ledger from the newspaper recycling bin, and plopped it down in front of Clark. Tapping her finger on the photo on the front page, she repeated her question. "What's going on between you and Leo?"

Clark swallowed hard at that question. The photo plastered across the front page featured a photo of Leo and Clark's embrace. Or rather, it captured the precise moment after their embrace, when Leo was pulling back from Clark while they were looking in each other's eyes. In the still picture, it looked as if they were lingering in each other's arms.

Clark's cheeks blazed with embarrassment, as they did every time he looked at the photo. The photographer had immortalized an extremely candid moment. Clark had his trademark grin going, glowing down on Leo, effectively lighting up the entire photo. But the most damning thing in Lana's mind was Leo's expression. There was the slightest hint of a smile hovering around Leo's mouth. Her head was angled upwards, her gaze fixed on Clark.

While he would never admit it to anyone (especially not to Lana), Clark secretly loved to see Leo's genuine smile finally captured on film. It was a look that Clark knew was reserved only for him. Her entire face lit up, the emotional walls she lived behind fell away, and she was breathtaking.

When Leo smiled, everything went away. The animosity between their fathers, the way the rest of Smallville looked at her, the way everyone watched them, like at any second she would rip out his heart and stomp on it, like all she wanted to do was destroy his so-called innocence…all that vanished.

When Leo smiled, it was all right. Clark loved it when she smiled.

"She's my friend. Just a friend."

-----------------------------------------------------------------

It was entirely too vulnerable of a look, and exactly why Leo usually held it back.

While she didn't mind being photographed (she had spent a semester in college modeling), she despised having candid photos taken of her. There was something frightening and uncontrollable about the thought of someone snatching a permanent record of your genuine thoughts and expressions with a quick snap of a button. Not only did it make her look weak, but enemies could use photos against her, which made them very bad things.

Still, Leo knew she would commission a framed copy of that photo for herself, if for no other purpose, than to know she actually had a photo of her and her best friend.

Her best friend_…at least, for a time. _

Leo didn't have much luck with men.

As if on cue, her father suddenly barged into her study for another round of "Luthor bonding". Leo quickly tucked thoughts of Clark away and schooled her facial features as she mentally geared up for battle.

-------------------------------------------------------------

It was a crisp, fall day in Smallville, Kansas, and Clark Kent was feeling upbeat.

The day of the Talon's Grand Opening Event had arrived, and Clark had the girl of his dreams on his arm. The only drawback lay in the uncomfortable costume Lana had laid out for him on this occasion—the black cape and top hat weren't really his style, and the white mask covering half his face was already beading with uncomfortable moisture from the condensation of his breath. Clark decided he really disliked wearing a mask.

But looking over at Lana, Clark decided that his discomfort was well worth it. He couldn't help but stare at her beauty. Her hair was in loose curls and piled on top of her head, and she wore what he could only describe as a 19th century ballgown that hugged her petite frame perfectly.

Nell and Lana had decided that Halloween would be the perfect opening day occasion for the Talon, and with Leo's backing, they completed renovations in record time. In Lana's opinion, the costume ball atmosphere for the Grand Opening added a festive flare, and she savored the elegance of the "Phantom of the Opera" themed ensemble she had selected for her and Clark.

Clark was just hoping that their relationship fared better than the doomed romance between the Phantom and Christine. Recalling how his arrival had killed Lana's parents, Clark couldn't help but sympathize with the poor guy.

Still, things were looking up. Lana's poutiness had died down in recent days. While she was still uneasy about Clark's friendship with Leo, at least some of the tension between them had disappeared. Lana's jealousy really was pretty silly. Besides, what would a billionaire heiress ever see in some farm kid from Smallville?

At least, that's what Clark repeated to himself over and over again.

Putting those thoughts aside, Clark escorted Lana through the doors of the Talon, and was greeted with the rich scents of cappuccino and his mom's familiar baking. With the opening of the Talon, Martha Kent had eagerly worked out a catering deal to supply new pastry dishes, to add variety to the Talon's menu. This was a move Clark heartily endorsed, as he and his dad were the first to try out her new creations. The downside was that Jonathan had put on about five pounds over the last two weeks.

As the evening wore on, Clark actually saw very little of Lana. She was busily occupied with her duties as the hostess for the evening. However, it did give Clark the chance to hang out with Chloe and Pete for a change, which was a very good thing.

In his myopic fascination with Lana and Leo over the past couple months, Clark had spent far less time with Chloe and Pete than he had previously. From the way he noticed the pair sequestered in a corner table, laughing and bantering softly, it looked as if his two neglected friends had grown much closer to one another in his absence. If what he suspected was true, Clark was genuinely glad to see his two friends finding happiness in each other.

However, after hanging out with them for over an hour, Clark was seriously starting to feel like a third wheel.

As Pete tugged jovially at the fake nose of Chloe's witch outfit and Chloe was playing keep away with the fake afro Pete had worn for his Shaft costume, Chloe's cell phone rang. "Hello? Bonnie what's . . . No, don't put the lunch menu on the front page . . . I don't know . . . Listen, I'm on my way. Don't do anything until I get there!"

"Trouble at the Torch?" Pete asked.

"Yeah. Apparently, Bonnie lost Maddie Bakaman's article on the Science Fair. Now I've got to go and try to piece together a new lead story!"

"Do you want us to come with you?" Clark asked.

"No, no! You should stay and enjoy the party Clark. No need for all of us to have our night ruined. Come on Pete!" she exclaimed.

"Hey, why do I have to have my night ruined?" Pete joked.

"Because you're my ride, and you're editor has just issued a direct order!" Chloe stated imperiously.

"Well, only because you asked so nicely," Pete replied with a wry smile. With a couple of friendly waves, Clark was alone again.

He searched for Lana, but she was still tied up with greeting customers and addressing a napkin supply crisis. Sighing, Clark drifted aimlessly towards a quiet corner when a familiar, welcoming voice broke into his doldrums.

"Shouldn't you be haunting the rafters, crooning to your true love?" Leo archly replied.

Clark ripped off his mask and grinned widely at her. "Hey, I didn't see you come in! How long have you been here?"

"Not long. I just chose not to partake in the festivities," she replied with a smile. "I prefer to be the silent observer this evening."

Clark was still surprised that he hadn't noticed her earlier. She was the only person in the room without a costume, dressed in her usual silk, pastel blouse and dark skirt. "And what did you observe?" he inquired.

"That you tend to hide in the shadows quite a bit as well."

Clark shrugged. "It's a habit, I guess. Though you're not really one to talk."

"Anonymity can have its benefits. You'd be amazed at what you can learn when you're invisible, to fade into the shadows," she replied knowingly.

Clark frowned at her words. "Invisible? How is that even possible for you? I mean, you're like the most incredible person I've ever met. When you walk into a room, people know you're there. But tonight… It was like you disappeared."

"Years of practice." Leo finished off her cappuccino in a quick swallow and gestured Clark to take a seat.

After he sat, Leo continued. "I spent most of my childhood learning how to hide, to _not_ be noticed when I didn't want to be. It wasn't easy. Between staff and nannies and my father's business associates in and out of the house, my mother's charity committees… " She shook her head. "I learned what worked and what didn't."

"Does that include hiding out during grand opening parties?"

Leo smiled. "Christmas parties, too."

Then, brushing a strand of hair from her cheek, her smile faded as she softly confided, "To be honest, Clark, I don't make friends easily." She looked down, suddenly becoming very interested in the table top.

The vulnerable expression she wore was nothing like the guarded poker face she usually adopted in public. Heck, she sometimes wore that blank expression in private too. This was a testament to how truly upset she was, and Clark wondered what had brought this on. Sure, she could be a little obsessive and standoffish at times, but deep down, she really was a nice person. She was probably better suited to more sophisticated social circles than Smallville, but he couldn't understand why people didn't give her more of a chance.

Not knowing what to say, Clark let the silence linger for a few moments before speaking. "So . . ." he started.

"So . . ." she answered.

The silence resumed, before Clark jumped up from the table. "I'm going to go get something to drink. Do you want anything?"

"An espresso would be nice."

Clark nodded and hurried over to the counter, ordering their drinks. He turned and looked back at her. She was still staring at the table, lost in her own thoughts. He hadn't seen Leo like this since that night at the Plant.

_She looks so vulnerable, so alone. Like me._

Reclaiming his seat, he gave Leo a warm smile which she returned.

"Thank you," she said and took a sip of her espresso.

Once again, a companionable silence crept over them. Clark glanced over at Leo, who still looked pensive. Reaching a conclusion, he soon stood up again.

"Would you like to dance?" he offered. He was no John Travolta, but he figured his honorary diploma from the Martha Kent School of Social Dance would serve him well enough for the occasion.

Leo looked up at him skeptically. "Do you think Lana would approve?"

Clark glanced over at Lana, who was standing near the coffee bar. She was having a disagreement with one of the waitresses. A shot of guilt ran through him—he was Lana's date after all. Actually, he was her boyfriend now. He didn't want to do anything that would hurt her, especially after waiting so long for her. And Clark still recalled the hard time Lana had given him over that hug at the Plant.

_But Leo really needs me now_.

Clark made his decision.

"She's still busy. Besides, it's not like I'm asking you out or anything," Clark jibed, feeling an odd boost of confidence--_where did that come from?_ "So…do you want to dance?"

She studied him for a moment. Clark could sense a titular battle raging within her, before she finally nodded. "Why not?"

Clark took her hand and led her to the dance floor. The first thing he registered was how soft her hand was and how good it felt holding it. He mentally kicked himself.

_This is Leo, remember? Your dating Lana now, the girl you've fantasized about since you were 7! You can't be thinking of Leo like that!_

But fate conspired against him. The song changed the moment they started to dance. The dulcet tones of Johnny Mathis emanated from the speakers as he began to sing "Chances Are". Clark silently cursed Nell for bringing her CD collection to the party.

It was too late for him to back out now, so Clark did the polite thing and began to dance with Leo. He was a little shocked when she slid her hands behind his neck and laid her head on his chest.

"Hmmmm," she purred. "I just love Johnny Mathis."

"Really?" Clark was surprised again. "I would have picked you for a classical music buff, or maybe ballet."

"Ballet is dance, Clark, not a musical category. And I do enjoy classical music too," Leo said, raising her head to look him in the eye. "But Johnny Mathis was one of my mother's favorites, so I'm a little partial to him. Some of my fondest memories I have are of her playing his records as she answered correspondence in her study."

"I'm sorry," Clark offered softly.

"Don't be."

"I know, but . . ." He didn't get a chance to finish that thought. Leo placed a finger on his lips.

"Shh," she said. "Just enjoy the moment."

Clark smiled, and she returned it genuinely. They continued to sway in time to the music, and Clark reflected on Leo's world. She ran the biggest employer in town, employing thousands of people, most of whom were older than she was and who openly resented her for it. She lived in a town where she didn't really know anyone and had a dad that treated her like trash—at that thought, Clark silently counted his blessings that his parents had been the ones to find him.

As a business executive, Leo would have needed to adopt an aloof exterior. More than likely, Leo had never made friends easily as a result, so she used that frigidly blank expression she lapsed into as a defense mechanism to keep people away. Although he occasionally resented the way she sometimes kept things from him, Clark resolved to be more accepting in the future.

Leo laid her head back on his chest, and he held her a little tighter. He could feel her tighten her arms around his neck in response, and he smiled softly.

He was completely oblivious to the dozens of pairs of eyes watching them, including the glare of the unmasked Phantom's erstwhile date.

--------------

Clark stared at the breastplate through the glass, marveling at the amount of jewels that covered it. He thought it weird that they were shaped into an 'S', very much like the Smallville Crows symbol. But there was something about that symbol that appealed to him. He continually drifted back to it, between the hors d'oeuvre's and punch and polite mingling with people he didn't know, shifting in his constricting, ill-fitting suit jacket. Attending galas at the Metropolis Museum of Fine Art was a little beyond his realm of experience, and he hoped he didn't look as hopelessly out of place as he felt amongst all these fancy, elegant strangers he didn't know.

But they all knew Leo apparently. He guessed that most of them came to Luthor Hall for every new exhibit that opened. Leo had an obligation to meet and greet every single one of them, although they all seemed to gravitate to her anxiously enough.

Not that he blamed people for flocking over to meet her tonight. Her thick, auburn hair was pulled into a sophisticated French twist, and she wore a medium length silver dress with spaghetti straps, a deep v-neck, and an open back. She was beauty, class, wit, and grace personified. Clark had never seen such a beautiful woman in his life.

For tonight, Clark tried to push those thoughts aside. He had spent most of his time huddling with Lana, which was the main point of the evening—she had been a little distant lately, and Clark was trying to be the dutiful boyfriend.

"You know it belonged to Alexander the Great?"

Leo's voice caused him to turn, an easy smile breaking out across his face as she approached. Clark's eyes traced her swan-like neck to her cleavage, trying desperately not to gawk.

"They said the design symbolizes strength and courage." She explained.

"I can't imagine anyone going into battle with that on their chest," Clark commented, nodding toward the case. Now he was staring at the reflection of her cleavage in the glass case. Well, at least he was being less obvious about it.

"Darker times call for darker methods," Leo replied with a small shrug. "His opponents thought he was invincible."

He glanced back over at her. "I didn't know you were such a history buff." Although, in retrospect, he really wasn't that surprised. Leo was smart and witty and seemed to know about everything in the world. She'd _been_ everywhere in the world...unlike himself.

"I'm not." Leo flashed him a smile. "I'm just interested in people who ruled the world before they were thirty."

"Don't worry, Leo. You still have a few years to go." _Would it be wrong to check what kinda bra she's wearing under there?_

They were interrupted when Lana walked up between them, curling her arm possessively around Clark's waist and flashing Leo a stiff, plastic smile. "There you are, Clark. Hi Leo."

"Lana, I'm so glad you could make it here with Clark this evening," Leo greeted, trying to inject her voice with as much sincerity as she could.

Lana turned back to Clark and gave him a half-smile. "Actually, I just left Aunt Nell at the jewelry exhibit—I think she's going to be there awhile. Clark, do you want to grab a bite to eat at that bistro down the street? The hors d'oeuvre's are fine, but not too filling. We could get off our feet for awhile."

_And put some distance between you two._

"Uh. sure." Clark replied as Lana smiled.

"Great! I'll just let Nell know where we're going, and I'll meet you at the door." She turned and hurried off, disappearing quickly into the crowd.

Leo nearly exhaled out loud in relief at her pronouncement.

The truth was, after confiding so much of herself to Clark in recent months, she knew for certain that this…this _whatever_ she had with Clark had to end, especially after that impromptu, pseudo-date they shared at the Talon's Opening. Clark needed to spend time with a girl his own age, from his hometown, who understood and shared the same life-experiences. He was far too young and impressionable to be allowed into her world. However much she enjoyed his company, his kindness, his friendship, it wasn't fair of her to accept what Clark was coming dangerously close to offering her.

He didn't have any idea that she would want more - already wanted more - and he was too young and it couldn't happen. Even in a perfect world--where she was accepted by the Kents and the town, and where Clark wasn't jailbait--Leo still couldn't allow herself to destroy the innocence of the young man who was the closest friend she'd ever had. She cared about him too much.

In what Leo considered to be a fortuitous turn of events, the perfect excuse to pull away from Clark swaggered across the room, with a broad smile slathered across his face.

"Hi Red."

Leo cast him a surprised expression as she greeted him. He was almost exactly as she had remembered him from several years ago—a dapper charcoal suit molded to his muscular physique, striding across the room as though he owned the ground he walked on, and was God's gift to anyone in his presence. One of the legendary bad boys of Gotham City's high society.

_What was he doing in Metropolis?_

"I'm not interrupting anything, am I?" he cast a quick glance at Clark before flashing another smile at Leo.

"Not at all." Leo replied, returning his smile as she introduced him to Clark.

Clark's gaze narrowed as he assessed the cocky newcomer with suspicion.

The two men exchanged a crushing handshake, the stranger barely suppressing a wince as Clark released his hand. If she didn't know better, Leo could have sworn she heard something crunch. The men's initial greeting was perfunctory but polite, with all the warmth of two boxers touching gloves before a title bout.

Clark instantly disliked him.

On the surface, the guy was obviously wealthy and handsome, and the suit he was wearing probably cost more than his dad's truck. And judging by Leo's greeting, and the way this guy's eyes roamed over her body, he evidently knew her pretty well—Clark tried really hard not to think about just _how_ well.

From what he knew of Leo's past, most of the men she knew had treated her badly. Clark wasn't sure if this guy was one of those jerks, but he knew he distrusted the vapid grin on his face. Clark could have sworn that guy was hiding something.

It wasn't like Clark was jealous. He had Lana. He just didn't want Leo to get hurt.

Right?

The handsome stranger quickly dismissed Clark, turning his full attention to Leo. "It's been a long time. I thought we could catch up."

This was an opportunity Leo couldn't pass up, even if she didn't really have any feelings for the man. This would be a much easier way to forestall her inappropriate attraction to Clark. Maybe it was the coward's way out, but she believed it would be better for both of them in the end.

Not even glancing at Clark, she told him, "I'll catch up with you later, Clark."

Before Clark could say anything, Mr. Big Shot had already held out his arm and placed the other against the small of her back, whisking her away. Clark just froze, inexplicably hurt that Leo would just dismiss him so quickly. Especially after all they had shared with each other. Of course, it was completely understandable that she would rather spend the evening with someone her own age. Someone that was rich, suave, handsome, and probably knew all about culture and stuff. But that didn't make it any easier to accept.

Besides, it's not like Clark had any kind of claim on her.

He quickly reminded himself that he still had a whole night with Lana ahead, and it wasn't like that guy would ever set foot in Smallville anyway.

Clark turned to make his way out of the museum. He needed some air and wanted to collect his thoughts, especially those concerning why the sight of Leo with another guy bothered him so much. Somewhere between their intimate kata session in the gym and their dance at the Talon, he had started to regard Leo as more than just a friend. It was childish and selfish to pretend such a thing, especially since he was dating Lana now, but he refused to believe that he was the only one who felt something. While he doubted that Leo had ever meant for him to feel that way, the thoughts had crept in all the same.

Sighing, wandering out the top steps of the museum's entrance as he waited for Lana, he stared out at the street and the park across from it. He noted the homeless man sleeping in the bus stop, and the bus that was slowly turning the corner at the end of the street, heading towards the museum.

Wondering how much longer Lana was going to be, Clark sighed as he waited for the rest of his night to unfold.

Return to Top


	8. Chapter 8

**All previous disclaimers apply. I borrowed characters and background material from the movie Batman Returns--however, my interpretation of Gotham is more in line with Batman Begins universe, _not _the Tim Burton universe. Any and all reviews, comments, criticisms, feedback, etc. of any and all kinds always welcomed!**

**Author's note:**

**This chapter serves several mechanical purposes, in terms of moving the plot along, clearing up the age controversy, and fleshing out character-relationships. Let me know if it came out too dry, or if it held (and hopefully piqued) your interest. **

**also apologize for the roughness of the chapter--i had 2 very different versions in mind, and i didn't decide on this one until kind of late, so this chapter not quite as polished as i'd like. hopefully, you'll approve of the version i went with and the direction it takes from here. enough babbling--on with the story. Enjoy!**

**spoiler: rogue, shimmer**

**Chapter 8:**

Beneath the cocky veneer, Chip Shrek was a desperate man on a desperate mission. He had come to Metropolis seeking investors in his dad's proposed power plant scheme in Gotham.

Despite outward appearances, the Shrek Department Store empire was dying. Shrek Inc.'s profitability was built on a web of creative accounting, and the House of Cards was on the verge of an Enron-style collapse. Between downtown Gotham's soaring crime rate (which depressed retail foot traffic) and fierce competition from big box retailers like Walmart and Target, sales had been stagnating for years. His father, Maximillian Shrek, had explored every conventional strategy from new marketing campaigns to merger possibilities to revive his ailing merchant empire, but nothing had worked.

That was when Max Shrek hatched his scheme to construct a power plant—or, more accurately, a power capacitor that actually leached power away from the current electrical grid and stored it for later use. While this scheme violated over a dozen federal and state regulations, the long-term profits would ensure Shreks economic survival.

Unfortunately, Shrek no longer had the capital to finance such an ambitious venture alone. Sure, he could have sold his stores to raise the necessary funds; the prime real estate his stores occupied were actually far more valuable than the stores themselves. However, the senior Shrek stubbornly refused to sell off any of his precious stores—they had been in the Shrek family for 3 generations, 4 including Chip, and Max Shrek refused to part with his family's legacy, even if they were money pits.

So, Shrek set out to find outside sources to fund his new scheme.

He tried to rally political support for a public bond issue to finance construction. He failed.

He tried to woo the deep-pocket investors in Gotham, even groveling to that spoiled brat Wayne himself. He failed.

He tried to launch an IPO to finance the venture, but he failed to find any bank willing to underwrite the necessary paper.

Between Gotham's power surplus, the price of oil/natural gas, and Shrek's inexperience in the energy sector (they were retail merchants, for God's sake!), all of his efforts to secure financing were doomed to failure.

It was in desperation that Max Shrek acquiesced to his son Chip's proposal concerning his old flame and ex-fuck buddy.

Chip's disingenuous seduction of the Luthor heiress was their last chance.

---------------------------------------------

The pipes of the plant made hissing noises as the methane traveled along their lengths. Harsh lights lit the interior, while two workmen and an elegantly dressed woman in a business suit stopped along their way. At this bend, the pipe supports rattled, the hum of the pumps echoed in the concrete corridor.

"So, why is it making that noise?" Leo asked, eyeing the pipe distrustfully. "It passed the safety check last month."

The two workmen beside her shrugged. They were wearing jeans and flannel shirts, tool belts around their sagging waists. One's hair was white with age, the other's black hair just starting to gray. The older man answered, "Dunno, ma'am. Could be a sloppy weld- if the inside of the pipe is rough, it'll cause turbulence. We've upped the pressure about 20psi over what was our standard since the, ah, accident. To increase production like you said. The welds in the pipes should be good for another 20 to 30psi more than this, but maybe this one was faulty."

"But we gotta shut her down." The other said. "She won't blow now, but banging around like that? Give it a week- and you'll have a big 'ol boom." The old man drug one hand through his straggly salt and pepper beard as he nodded to himself.

"Damn," Leo sighed, "schedule the work order for after hours, I don't care about the overtime- we can't shut the whole plant down for one pipe. Get it done as soon as possible too, preferably tonight. I don't want to risk our personnel."

"Sure thing, ma'am. I'll draw up the work order right away, schedule our team." He nodded. "I just have one more thing I want you to look at-"

The shrill sound of a cell phone cut him off, and Leo lifted the headset from her blazer's pocket, swearing at the caller ID.

"Hold on a minute. " Leo waved a hand. "Leo Luthor."

The voice on the other end was annoyingly calm as always. "Leo." A pause. "Where are you?"

"Checking out the plant floor, dad." Leo sneered, "Some things require a hands-on approach." She motioned the two men to follow as she walked from the noise.

"You should let your managers do that." The voice on the other end replied, disinterested. It continued, "I read your report."

"My quarterly report?" Leo answered with a bit of irony.

"There was another?" he replied sarcastically.

Leo sighed. "So, _father_. What did you think?"

"If you were any worse, I'd have to re-assign you." Her father purred. "We do have worse places, you know."

"I'm in the black, _father_." Leo ground out. "And profits are increasing."

"Clever book-keeping." A clear dismissal, "and your still carry too many needless expenditures."

"Dad-"

"A daycare, Leo? What do you think we are, a charity organization?"

Leo gritted her teeth. "My reasons for installing daycare facilities on the plant grounds were clearly outlined in my report. The daycare is fully funded by the fees levied against the families participating. Funds for the daycare are not provided by the general funds, and the seed money provided by the plant for initiation of the facility is being paid back at a reasonable rate of interest. The convenience of having the facility on site will increase production by reducing sick leave and late arrivals."

"You're not running a sufficient profit margin on the program to warrant its continuation." Her father sounded bored, as if he was tired of repeating himself.

"Not enough profit from the program?" Leo asked, sounding upset. "It's a benefit! Not a profit-making enterprise!"

"It's an unnecessary waste of time."

"The program is in the black. Lecture me about something else." Leo grinded out.

"Renovating the cafeteria?"

"Of course. The food's terrible. Everyone brings their lunch- and we're loosing money with the kitchen we have now. With an update of facilities, we can provide a better variety of menu items at reasonable prices." Then Leo added sweetly, "and that would bring in a profit."

"And-"

"Dad." Leo cut in, "why didn't you just tell me that you don't want me to do anything differently than you would have? That changing anything is against your rules?"

There was a cold silence on the other end.

"Fine. We can talk more later, I'm busy." he replied. Leo stayed on the line, waiting for-

"Very well, Leo." Her father hung up, and Leo followed suit. She couldn't hang up on him. He would just get angry and order her to cut one of the borderline programs. Leo didn't need that frustration.

Sighing heavily for the two men still standing behind her, Leo turned, "What else, did you say?" She asked, plastering a completely fake smile on her face.

The men turned, blabbering on about some other minor details that Leo could have let Gabe Sullivan handle. But this afternoon had served its purpose- her father had called during his predictable late-afternoon break, and it had been easy to stage it so that plant personnel overheard their conversation. The rumor about her confrontation with her father for providing the new benefits would be all over the Plant by weeks end.

This little exercise was about loyalty.

As in these men's loyalty to _her_, not her father.

Although she didn't show it outwardly, Clark's gentle encouragement really did inspire her to seize the initiative in charting her own course. But her head still rang with her father's many lessons. Leo recalled Cleopatra's fatal dependence on the husbands that failed her, leaving herself dependent on Roman military power. She also recalled how the Roman legions deserted her, leaving Cleopatra woefully undermanned.

Cleopatra fell because she had failed to raise her own army.

Leo would not repeat that mistake.

-------------------------------------------------------

From his office atop the 89th floor of Luthorcorp Tower, Lionel Luthor surveyed the splendor splayed at his feet.

Located at the pinnacle of Metropolis' tallest structure, he could peer down on the entire city below—an observation normally sufficient to fill him with smug satisfaction. Pedestrians and auto traffic scurried through the streets between the skyscrapers like the ants that inhabited the tunnels of an ant farm. The glass and steel peaks of the skyline sparkled, reflecting the fading embers of the pink sunset on the horizon. Beyond the majestic Metropolis skyline were the glittering lights of Kansas City, which lay just across the river. The illuminated glow of the spinning globe atop the Daily Planet Building, 30 floors down and across the street, completed a view fit for a god surveying his dominion from his lofty perch in the heavens.

But Lionel rarely indulged in admiring this daily spectacle—not only did it yield no tangible profit, but it only served as a cruel reminder of his own limitations. This building belonged to him, but that one didn't; this block belonged to him, but the next one didn't.

And at this hour of the dying day, he was acutely aware of just how much of that world outside his window pane still remained beyond his grasp.

With that realization, he returned his attention back to his office and the three manila folders stacked neatly on his desk. His office was stark and cold, the kind of place that instantly set visitors on edge, made them defensive and nervous. Everything set in grays and blacks, with a looming desk that faced two tiny chairs – chairs meant to be uncomfortable, too small, causing the sitter to fidget constantly, concentrating more on the literal pain in their ass than the fact that Lionel was busy ruining their life or stealing their company. Fittingly, it was the throne room of Lionel Luthor's personal empire.

As majestic as most would find the view outside his window, Lionel much preferred _this _view of _his_ office from behind _his_ desk. _This_ was his realm—the universe of his creation. Every business interest, every document, every person that entered this realm belonged to him and was his to either command or destroy by his will alone.

With the exception of the top manila folder on his desk.

Fore inside the folder lay the grim reality that shattered Lionel's grasp over his empire—a copy of his latest test results, reconfirming the diagnosis of a rare liver disease.

His rare liver disease. His degenerative, inoperable, _terminal_ liver disease. He cursed his body's betrayal of him.

_Great empires always fall from weaknesses from within. _

Originally rejecting this diagnosis, he sought second, third, and fourth opinions from the best doctors in the world, only to have the original diagnosis stand. He had already initiated an exhaustive search for a cure from every major medical institution in the Western world. He sought to find a sword with which to slay the invisible Visigoths that threatened his life.

The doctors estimated a mere 36-48 months at best, with noticeable symptoms manifesting within two years. When he demanded a cure, all these vaunted experts could offer were a pitiful collection of ineffective treatments and trite platitudes.

But _not_ a cure.

Although he was no physician, Lionel Luthor was no fool. No amount of money could buy what did not exist. And no levy of resources, however massive, could yield a conventional medical cure in time to save _him_.

_But there was so much left to do. _He had already accomplished much, but there was still so much left to do, and Leo was still not ready to seize the reigns. Her recklessness during the Plant hostage crisis, her failure to avert Dominic's treachery in stealing her proposal the year before—she wasn't ready.

_If only she had been born a man._

Not that Lionel put any stock in sexist nonsense about female corporate managers, but he had pulled himself up from nothing and was well acquainted with the harsh realities that confronted women at this level. Perhaps Leo might have been less prone to being ruled by her emotions if she had been a man.

_Maybe in an alternate universe._

Lionel briefly considered his bastard son in Edge City, but swiftly rejected the idea outright. Not only was he even younger than Leo, but he lacked _both_ the intellect and the temperament necessary to bear the burden.

No. Despite her shortcomings, Leo remained his only viable successor. In many ways, she really did embody the perfect package—educated, witty, intelligent, even ruthless...

M_y god, what she did……to Julian..._

'_STOP IT!_' he commanded himself. The past was past and could not be changed. He must focus on the FUTURE. There was precious little time left as it was. Julian was dead, but his daughter was alive and still required his guidance. Though truthfully, she was already a better administrator than he had ever been himself, and she was a born organizer of manpower and materials.

Not that he would ever admit such a thing aloud. To anyone. Ever.

Lionel then shifted his attention to the second manila folder, which included both the test results from Leo's latest physical and Dr. Vargas' notes concerning the enhanced immune systems of many Smallville residents. Lionel made it a point to have himself regularly briefed on his daughter's activities. He read her email, tapped her phones, bugged her offices at the Plant, and consulted with paid moles on her household staff—in addition to receiving any and all paperwork that flowed through his daughter's office.

_I have to stay informed of her activities, if only to correct her mistakes, to continue guiding her._

Luckily, Leo was still young and naive enough to believe that she could hide anything of importance in her life from him. It was a delusion that Lionel allowed her to keep for the moment, and even occassionally encouraged--there were some things it was better she not know about. Not only did it reinforce how much she still needed to learn from him, but it gave him an added advantage in his dealings with her as well. As Leo grew more aggressive and cunning, he increasingly found that he needed every advantage he could find to stay several steps ahead of her as it was.

Today, however, Lionel regarded the contents of the second folder, Dr. Vargas' observations to Leo about the phenomenon concerning enhanced immune systems in connection to Smallville, with particular interest.

Like his daughter, Lionel was fairly certain that the phenomenon was probably attached to the meteor rocks. In fact, Lionel had commissioned extensive study of the meteor rocks almost immediately after the meteor shower, and had teams studying practical crop applications for over a decade. If not for his interest in their practical applications, the EPA would have condemned most of Lowell County a contamination zone long ago.

Although Lionel had initiated animal testing and even clandestine human trials in the past, he had discontinued them years ago. Research efforts failed to bear immediate fruit, and several unfortunate...setbacks had started raising serious liability issues. Perhaps he had been too hasty in suspending that research.

If there was some connection between enhancing the human immune system and the meteor rocks, he was determined to find it. If conventional medical science could not fashion a cure for his ailment, than he would fashion one for himself. His little girl still needed him, needed his protection.

And he needed to generate some better options for himself. Clicking his phone headset back on, he began marshaling what he needed in order to create those alternate options.

In his eagerness, he momentarily overlooked the last manila folder stacked on his desk. It contained a summary of the latest data Leo had assembled concerning her accident on the bridge, and several recent police reports she _thought_ she had buried revolving around the recent exploits of Clark Kent.

--------------------------------------------------

Leo shifted comfortably with her eyes closed, relaxed and ready.

She was naked, lying on her stomach on the masseuse's table next to her private sauna, her head turned to the side, and a towel draped loosely over her buttocks.

Chip, with only a towel wrapped around his waist, was rubbing scented oil between his hands before he began firmly kneading the knots from Leo's neck, back, and shoulders.

There was a time when the mere thought of his hands on her rang shudders down her spine…but she stamped out those feelings long ago. His touch meant nothing now – nothing more than the warmth of his fingers sinking into her flesh.

Forcing herself to relax, she concentrated only on the visceral pleasure of the moment and shut out the rest.

Tension released, Leo purred in contentment.

She could appreciate a man with good hands--even if she fantasized about those hands belonging to someone else.

Despite her unrequited longing, however, part of Leo savored this act of vengeance against Clark. While she recognized that she had been the one to set Clark and Lana up in the first place, part of her deeply resented Clark for choosing another woman instead of her. _Lana _was the one he held, _Lana_ was the one he kissed, _Lana_ was the one he loved--_Lana, Lana, Lana!_

In retrospect, she resented Clark for accepting her help to pursue another woman. What Leo really wanted was for him to turn down her help in pursuing Lana, and have Clark pursue _her_ instead! Leo knew this feeling was _completely_ irrational, but she couldn't help it.

Who was she kidding? She hadn't taken up with Chip to protect Clark's innocence; she wanted to punish him for failing to choose her. And, if she were really honest with herself, she enjoyed being pursued like that again too. It made her feel desirable again, reconfirmed her feminine power, made her feel better about herself.

Noting her satisfaction, Chip asked, "So, what do you think of my proposal?"

Leo smirked wickedly, "And which proposal might that be?"

He responded with a lascivious grin of his own.

_I got this bitch right where I want her._

"The power plant, although I'm perfectly open to discussing some of the other points I raised," he chuckled suggestively.

"Ah yes, the power plant," she sighed, "While estimates of construction costs were impressively thorough, the fundamentals of your profit projections seem hazy, and far too bold."

"No guts, no glory. Greatness belongs to those bold enough to seize it," he commented, sliding Leo's towel southward and rhythmically squeezing her buttocks directly.

"Mmmmhh…which is why I'm backing your proposed plant," she replied fitfully.

Chip struggled to disguise his surprise—he had expected Leo Luthor to be a much tougher sell. "So you'll endorse the proposal to the Luthorcorp Board?"

"Actually, I'll do you one better—I'll invest the full amount you're asking myself."

"You have $187 million in _liquid_ capital just lying around?" he replied skeptically, "Your old man was a lot more generous setting up your trust fund than mine was."

"My father has nothing to do with it," she answered, "The fact is, I happen to have the inside track on the acquisition of a lifetime. When I've arranged for sufficient seed money, the resulting return will provide me with all the capital I need."

"And what kind of golden goose are you sitting on?" Chip inquired suspiciously.

"Oh, come come Chip…a girl's entitled to keep a few secrets."

-----------------------------------------------------------

When Clark walked into Leo's sitting room, he gulped at the unexpected spectacle.

Leo was sprawled on the ground on all fours, grunting softly, with her cute little butt wiggling in the air, as she reached under the cushion of a sofa, evidently searching for something.

Quickly adjusting his jeans, he forced out a nervous chuckle and asked, "Looking for something?"

Briefly raising her eyes to meet Clark, she answered, "My bracelet," before she resumed her search.

"Is it, like, really valuable or something? Don't you have another?"

"I've got dozens. But this one's special. My mother gave it to me, right before she died."

Sympathizing, Clark briefly swept the room with his x-ray vision.

"I don't see it."

"What are you, part bloodhound?"

"No, I live on a farm. I'm pretty good at finding needles in haystacks. How about I go check the library?"

Leaving Leo behind, Clark strode into to the study to find Chip at Leo's desk, hunched over Leo's laptop. Startled by Clark's sudden appearance, Chip hurriedly logged out of her computer as he called out, "Hey, Carl, right?"

"Clark."

"Right. Clark. What's up?"

Eyeing the man suspiciously, Clark replied, "Leo lost a bracelet. Have you seen it?"

"A bracelet? No, can't say I have." Chip replied, trying to appear calm as he slammed Leo's laptop closed.

"What were you doing in here?" Clark inquired.

"Just checking some email. Hey, maybe I could help you find it."

-------------------------------------------

Clark came by to see Leo again the following night, eager to speak with her.

Even with Lana around, he felt lonely without being able to talk with Leo.

He missed her.

Ever since that Chip guy started hanging around, it was as if she were purposely pushing Clark away. At first, he thought it was because of the way he hollered at her when Leo had offered to help with Detective Phalen, the corrupt Metropolis cop that tried to blackmail him about his secret and framed his father for murder in order to coerce Clark to do his dirty work. Clark hadn't meant to jump all over Leo like that, but he had been terrified of her learning the truth. Knowing his secret was dangerous, and he could never live with himself if she were hurt because of it.

The problem was, he had begun to feel the urge to tell Leo the truth--all of it. Clark knew his parents would flip out if he ever did, but he was tired of lying to everyone, and he trusted her. Maybe sharing his secret with her could bring them closer together again--he sure as heck couldn't share something like this with Lana.

Coming clean with Leo might also alleviate her discomfort about the whole age issue. His parents had originally chosen to make him younger on paper, to give him some extra time to acclimate to Earth after his arrival. Time to learn English, time to safely master his super strength/speed, time to drill the importance of never showing off his powers in public, before they could risk enrolling him at school. His actual age was probably closer to 20 than his paper age of 15, since neither he or his parents had any real clue as to how old he actually was. Of course, explaining the specifics of all this would require revealing his alien heritage, and probably lead to a discussion of his powers as well.

He just didn't want to be alone with the knowledge anymore. He wanted to be able to talk about it with someone else, other than just his mom and dad. He wanted to share this with Leo.

That is, until Phalen changed everything.

The last week had really opened his eyes as to how the world worked, and why his parents were so concerned for him. The only police officers that Clark had ever met before were those like Sheriff Ethan and his deputies; generally good guys who grew up with his dad and still came by the house on weekends to watch football.

After Phalen's attempt to destroy his family with blackmail, Clark's outlook on how the world worked darkened considerably. Everyone close to him was in danger of being hurt by those who might exploit his abilities. It was enough to make Clark consider never allowing anyone close to him again, but he knew he would be too lonely to consider such a thing. So he just had to be more careful. As much as he wanted to share it, he knew that those he cared about would be safer, easier to protect, as long as they didn't know.

While Clark knew he could take care of himself, there was now the added fear of not being able to protect those around him. Phalen's actions against his family and his death had taught him one important lesson - those who knew the truth about his origins were inherently in more danger than he was. If he wound up being dissected like a frog someday, it would be his own fault. But he wasn't going to allow those around him to get hurt because of him. Keeping Leo in the dark regarding the truth was no longer about the fear his parents had instilled in him; it was all about Leo's protection.

He couldn't always be there for her, _especially_ when she insisted on pushing him away, like she was now.

In childish retaliation, Clark had curtailed his visits to Leo's during the week, in order to avoid running into Leo being lovey-dovey with Chip. That also seriously bothered Clark. He hadn't liked him from the first time he saw him, and ever since he caught him looking around Leo's computer, he was even more suspicious of Chip's …_what kind of name was that?_...Chip's motives. He didn't like the look of the guy with all his fake, cocky charm.

When Clark entered Leo's study, she greeted him with a wide, welcoming smile from behind her desk.

"Hi Clark! How are you?"

"Fine. Uhh, I came here to talk to you about Chip... Where is he, anyway?"

"He's in the weight room. Why, is there a problem?" she inquired.

Clark dropped his eyes and started shifting uncomfortably. "Last night, when I was in here, I saw him. I... don't really know how to say this."

Leo answered for him. "He was going through the files on my computer?"

Clark's eyebrows shot up in surprise. "Yeah, how'd you know?"

"Clark, very little happens in this house without my knowledge," she replied cryptically. Clark couldn't decipher the oddly empty smirk on her face, missing the subtle procession of satisfaction, amusement, and disappointment hidden behind it.

"You don't seem very upset about this," Clark observed cautiously.

"We're playing chess, Clark. It's a game. We've known each other a long time."

Clark's brow wrinkled with a frown. "So, you don't love him, and he goes behind your back. Why do you want to keep him around?"

"It's...complicated. Thanks for the heads up though."

Clark shrugged slightly, puzzled. "That's what friends are for."


	9. Chapter 9

All previous disclaimers apply. love it? hate it? suggestions? comments? i'm pretty open to anything--let me know.

Spoilers: shimmer, reaper

Chapter 9

_--------------------------------------_

_To: T-day dinner_

_Leo, _

_Sorry you can't make it, but I understand. Since you're going to be stuck in the mansion anyway, don't make any plans. I'll have a surprise for you!_

_Clark_

_------------------------------------------------------_

Thanksgiving Day rolled around, and Clark spent the better part of the day following the Kent family tradition. He and his dad watched the parades on TV until the football games started. By that time, his mom had the food ready to go. The blessing was said, and the family dug in to a hearty meal. After everyone had their fill, Clark asked the question he had been putting off all day.

"Um, mom?" he began. "Do you think you could make up a couple of plates to go?"

"Oh? Go where?"

"Well, I kind of promised a friend that I would spend some time with them, and I know they won't be having a home cooked meal."

"And just who would this friend be?" Jonathan asked. The Sullivans were spending Thanksgiving with the Ross clan, while Lana and her Aunt Nell were spending the holiday weekend with relatives in Topeka.

"Leo."

"Leo Luther? Clark, don't you think she's got more important plans?"

"No," Clark replied quickly, "She's hold up in the mansion working, and she's all alone."

His parents looked at him questioningly.

"I had originally invited her here for dinner," Clark explained. "Her dad's going to be too busy, and her…friend, Chip, is gonna be out of town, and she was going to be all alone. I thought it would be nice for her to spend it with us."

"Thanks for clearing it with us, first," Martha remarked sarcastically.

"I was going to, after she agreed, but she couldn't make it because she's bogged down with all this paperwork that she had to work on."

His parents looked at him, as if they expected more, so he continued. "Anyway, when she said she couldn't come, I told her not to make plans and stay in tonight. I thought I would surprise her by taking her a plate of food."

Martha smiled at her son. "I think that's very thoughtful." She still had her misgivings about Leo, but no one deserved to be alone on Thanksgiving.

Jonathan looked at his son as if weighing something in his mind. Finally, he spoke. "Okay, son. But be careful. We don't want her to get suspicious about you."

Clark cracked a wide grin. "I will, dad."

Within moments, Martha had a picnic basket filled with turkey, dressing, mashed potatoes, gravy, cranberry sauce and rolls ready to go, as well as two slices of pecan pie.

"Don't be gone too late, Clark," Jonathan said.

"I won't," Clark answered, and in a flash, he was gone.

-----

_Leo inspected her thumbnail with a frown. It was almost dinnertime, and she hadn't seen Daddy yet. She had behaved like a good girl all week, and had even plowed through all her boring lessons with Nanny Mercy earlier in the day. Now the little princess sat alone, ignored by the adults, waiting for her knight in shining armor to arrive. _

_As her mother discussed something about the yams with the maid, Leo bounced impatiently in her seat, vibrating with anticipation, picking at her skirt and fussing with her barrettes. While she hated sitting still, she didn't want to disappoint Daddy. He was a great man, an important man, and he was always so busy—she never got to see him; at least, not often. _

_For that reason, Thanksgiving was always Leo's favorite holiday. It was the only night of the entire year that she got to spend all of dinner with both her mother and her father, alone and uninterrupted. It was way better than stupid Christmas or New Year's, when she usually hid in the coat room from all the strangers in a frilly dress and itchy stockings. Even those holidays wouldn't be so bad, hiding in a coat closet, if not for those weirdos who started wrestling and trying to eat each other in there. _

_Whenever those ogres invaded her little sanctuary, Leo often pretended she was beautiful princess, locked in a dungeon, waiting for her prince to sweep her into his arms and rescue her... _

_Right now, her seat in the dining room almost felt like a dungeon, as she impatiently glanced at the clock again as the penthouse buzzed with her mom's oversight of the dinner's preparation. Nonetheless, Leo could still vaguely hear the ticking of the clock in the dining room distinctly, ticking the long afternoon minutes by at an infuriatingly slow rate. _

_What was keeping him?_

_Finally, the crisp tapping of footsteps drew her attention. It was a familiar stride of soft loafers down the hall, tapping at a steady clip from the study toward the private dining room, where only the family dined. _

"_Daddy!" she cried happily. Her eyes widened as she drank in the sight of him, noting the familiar, crisp white shirt, dark tailored trousers, and the impossible liquid shine of his loafers. Leo grinned warmly as she threw her arms around his neck. Returning the warmth of her smile and hug, Lionel bent down to meet her embrace, scooping her up into his arms. Leo cuddled in his embrace, letting his strong arms hold her and shelter her with his comfort and warmth. _

_His smile and hugs were the greatest gift she could ask for, and they made her feel like the most special girl in the world—his little princess… _

------------------------

Leo sat in her study looking at the clock. It was nearing five, and she had yet to see Clark's surprise. She had worked like a mad woman to plow through her budget summary and actually managed to finish earlier in the day. She had long since cleared out her email correspondence and clicked her laptop shut. Now she sat like a girl on prom night waiting for her date to arrive.

_The comparison was certainly apt enough._

She had caught herself checking her hair and complexion in her compact mirror several times an hour. She had agonized for nearly two hours that morning over just the right outfit to wear, finally deciding on a flattering black mock turtleneck sweater, a tight gabardine skirt that brought out her legs, matching tan pumps with black caps...semi-high heels, just high enough to bring out the excellent contours of her calves...and her understated makeup, as carefully done up as for any formal event.

Overall, her sartorial armor was both practical enough to keep her warm in her drafty castle, but cute enough to make her look stunning, while still appearing to look casual and effortless.

Now, she just swirled the tumbler of amaretto in her hand as she lounged by the fireplace, regarding just how pathetic her existence had become.

As usual, her father was out of town and unavailable, probably shacked up with one of his mistresses—for which Leo was grateful. She was still psyching herself up for dealing with him at the annual Luthorcorp Christmas party. Plastic people with plastic smiles, all gathered together for the purpose of showing off their jewelry and discussing their financial status and screwing each other in the coat closet. Leo had hidden in there enough as a little girl to know whose wife was sleeping with whose husband, and which secretary was giving blow jobs along her way up the corporate ladder. Holidays had become very pointless to her.

Chip had invited her to spend Thanksgiving with he and his father in Gotham, but Leo declined. She was well aware of his ulterior motives by now, and even her tolerance for hypocrisy had limits. Besides, a Shrek corporate family holiday was substantially the same as a Luthorcorp one, minus the familial obligation to attend.

She had even turned down Clark's initial invitation as well. She had told him that she was too buried in work, but that was a lie. While it was sweet of him to offer, she just couldn't bring herself to crash such an intimate family occasion as Thanksgiving dinner at the Kent's.

However, she did finally relent to Clark's "surprise". Once he cranked up that mega-watt smile, there was nothing she could deny her favorite farm boy for long. Besides, she was fairly certain what Clark's surprise would entail, and Mrs. Kent really was an excellent cook.

_Which was fortunate._ Her stomach growled, reminding her she had hardly eaten all day. She had already given the household staff the holiday off, and she wasn't a cook herself—she might be able to burn toast on good day. If she knew where the toaster was.

She impatiently checked her watch again; she wasn't ready to drink herself into a drunken stupor quite yet. The mansion was eerily silent, more so than usual. She could hear the ticking of the grandfather clock in the hall distinctly, ticking the long afternoon minutes by at an infuriatingly slow rate.

_What was keeping him?_

Finally, quiet footsteps drew her attention. It was a familiar stride - heavy boots shuffling upon the parquet floor- awkward and graceful at the same time. A friendly shadow burst through the doors of the study, bearing a loaded picnic basket and his patented mega-watt grin.

"Clark!" she happily called. She allowed her gaze to travel over him for a moment, noting the familiar, brawny red flannel shirt, faded jeans, and scuffed work boots. Just the sight of him made Leo want to curl up against his chest and let his strong arms hold her, protect her from all the demons and dragons of the world. But she would have to put those thoughts aside for the moment.

"I told you I would have a surprise for you," he smiled and held up a picnic basket. "If you couldn't come for Thanksgiving dinner, I figured Thanksgiving dinner would just have to come to you!"

_My knight in flannel to the rescue._

Leo grinned warmly, but stubbornly resisted the urge to throw her arms around his neck. It was such a pitifully small kindness, but no man had ever treated her so special—not without expecting something in return, some quid pro quo. But Clark desired nothing more than her company, and Leo again remembered why she lov…valued Clark so much. As Clark laid out Martha Kent's generous spread before the fireplace, Leo struggled mightily to reign in urges she could not act on.

The enormous fireplace in Leo's study was flanked by a pair of love seats that faced each other, with an oversized glass coffee table and a thick Persian rug lying in between. After Clark had laid out their meal on the coffee table, they chose to sit beside each other on the rug in front of the fire.

Instead of sitting opposite each other across the table.

Instead of taking their meal down to the kitchen, or one of Leo's four dining rooms.

Neither of them complained. The warmth of the fire and their physical proximity to each other was too comforting.

Over the next several hours, the two shared their dinner (Clark wolfing down his second of the day) and talked. They talked forever, sharing useless bits of personal insights and trivia that mattered to no one but themselves. They spoke to each other, not to exchange any real information, but just to bask in the warmth of an easy friendship by a cozy fire.For that evening, nothing mattered more than the two of them sitting there together.

There was no thought or mention of secrets or lies or meteor mutants or near death experiences. Or of Chip or Lana.

When conversation lulled into a companionable silence, Clark noticed the unusual bracelet gracing her wrist—a lustrous, yellow gold chain crowned by a gold coin face, reflecting the soft glow of the fire.

Nodding to the bracelet, Clark asked, "Is that the one you were looking for the other day?"

Absently fingering the face of it, she nodded.

"My mother gave it to me shortly before she died…when she knew it was getting close. She found a Napoleon franc from 1806 and had it made into the face."

"Why Napoleon?"

"Have you ever seen the painting of Napoleon's coronation by David?"

"No."

"Napoleon's mother couldn't make it to his coronation. But when he commissioned it, Napoleon told David to paint her in as if she were there, right in the center. Even though she couldn't be there physically, her child brought her into his life through sheer force of will, there to share in his greatness."

A moment passed.

"That's a nice story," Clark quietly commented.

"It's a nice bracelet," Leo replied hushly.

Pops and crackles from the fireplace punctuated the ensuing silence.

Clark admired how the orange flames caught the hazel flecks in Leo's piercing blue eyes. Small lines framed her mouth as she smiled softly. Her lips glistened wetly—_how did she keep them so moist?_—as he fought the urge to sweep her into his arms and taste them.

But kissing Leo was wrong, even if everything inside of him was screaming to. From past experience, he knew the touch of her hands were electric. What would her mouth be like?

Leo smiled as Clark fidgeted bashfully, but she couldn't resist just looking at him. There was that sweet smile of his, warming her all the way down to her toes. She'd lied to herself, whenever she tried thinking of him as a kid. He was young, but there was a mature look in his eyes... eyes with depth not unlike hers.

At the moment, those incredible eyes studied her seriously, but gently. He looked like he wanted to kiss her, but was too shy. Or maybe too aware of the age difference.

_Or Lana. _

That thought startled her out of the haze she'd drifted into.

She _wanted_ him to kiss her, but they could both get into a lot of trouble if anyone caught them. But... was there harm in one more secret?

After all, Clark wasn't that innocent—Leo knew he was hiding things from her. Internally, she argued with herself... one part feeling very much in need of someone who looked at her like that... and the other part telling her that being attracted to him was _wrong_...

Leo's smile made her even prettier... at least Clark thought so, until her eyes darkened, and she imperceptibly leaned closer. The serious look was good too; it made him feel... older. Kind of like she might actually like him that way. Which would be bad—he was taken, he liked Lana, he always liked Lana.

Didn't he?

Clark drew closer as he raised his hand to lightly touch her cheek. He brushed away a lock of red silky hair and tucked it behind her ear. Lana would _kill_ him if she knew... but at that moment, Clark didn't care.

He always locked up when it came to something he wanted—it had taken him years to even approach Lana. Clark did anything and everything to help his friends, but he never did anything for himself. This... _this_ he wanted to do for himself.

As Clark and Leo sat locked in each other's gazes, both of their minds were engaged in fierce internal debate. As for Clark, he was officially being a jerk, and he knew it. Not only was he betraying his new girlfriend Lana, he was clearly taking advantage of Leo— his best friend was probably just lonely, and he was catching her at a vulnerable moment.

Meanwhile, Leo was raging at herself for sullying Clark's innocence—she had no right to rob him of that sweet gift, to drag him down to her level. She was tempting Clark to betray his feelings for Lana, the very girl Leo had recently sworn to mentor and befriend. What did that say about her, to begin a friendship with Lana while seducing her boyfriend? Was she capable of doing that…AGAIN? Was she that vile? Didn't that make her as callous and selfish as her own father?

But the look in Clark's eyes and the brush of his fingers against her cheek put a damper on her internal argument. Instinctively, Leo turned her face towards his touch, pressing lightly against his fingertips. She closed her eyes, just savoring the moment, then opened them again and sought his gaze. When their eyes met, she nodded, very slowly, and slid her hands over to rest against his shoulders.

Then she waited.

She could not be the one to make the first move... she needed to know that it was what he wanted. That didn't make allowing it any less wrong, but she brutally silenced her conscience. He might only be a teenager, but there was something in him, like her, that made him older inwardly than he was outwardly...

Clark leaned over, turning his head to one side so they didn't bump noses, and he brushed his lips against hers.

She tasted sweet. Not cotton candy sweet or chocolate sweet, but a different kind of sweet—maybe from the liquor that she drank. And he wanted a little more of it, just to make sure. To have something of her to hold onto.

_Be careful, honey, touch carefully... don't break_. His mother's earliest lessons from childhood wound round and round in his head, the quiet moments where she taught him how to touch using a teddy bear, before he could touch anything living, like a kitten.

Leo was like a kitten, all sleek and soft. When he moved back in, her mouth opened under his, and he felt the lightest touch of her tongue on his lip. Clark followed that touch, hoping he was doing this right.

He really hoped this was right. It felt too good to be wrong...

Soft and sweet and tentative, that's what their kiss was. Leo led him gently, and made soft sounds in the back of her throat when he followed along. She caressed his tongue with hers, delicately showing him how it could feel, and silently encouraging him to try for himself. She slid her arms around his neck, angling herself to grant him easier access.

Clark wasn't clumsy or pawing or anything she would've expected from a boy…a man his age. He was a perfect gentleman, letting her set the pace, and not pushing for anything more. Her eyes fluttered all the way closed, and Leo just savored the feeling of being treated so gently. As if she would break.

Leo was completely vulnerable now, all of her facades gone, but she didn't protest being treated that way. She had nothing to fear from Clark. He would never hurt her, never break her.

Besides, if her suspicions about Clark's abilities were correct, he _could_ break her if he chose.

And that made his gentleness all the more special.

It might have lasted minutes, might have lasted hours. But it was the best kiss that either had ever shared. With anyone.

It was a kiss they would both still remember, many years from now….

For Clark, letting go was the hardest thing, especially when she clung to him as he started to pull back. Clark wanted to pick her up and take her somewhere safe and dark, where they could maybe kiss some more. The soft, cushy loveseat by the fire beckoned to him like a siren's song…

And then he hesitated.

Clark knew anything more than kissing between him and Leo would be illegal because of the age difference. He didn't want anything to happen that would cause her any problems. From what he knew of her already, Clark knew Leo had her share.

And he would be hurting Lana.

A tidal wave of shame and guilt slammed into Clark.

_I lie to Lana (and everyone else) about what I am. I killed her parents. Now, I'm cheating on her with my best friend..._

Reluctantly, Leo released him. She wished she didn't have to. Still, she decided that she was the adult and probably ought to act like it. Or pretend to, at least.

But she couldn't just let him go...

Looking up at him with an almost-shy smile, she murmured, "Thank you, Clark." She hoped he would understand, his feelings were very important to her, and she wanted him to understand.

This wasn't a rejection of him. Far from it.

But Clark wasn't hers to have, nor should he be. As much as she wanted him, she couldn't allow Clark to compromise himself for someone like her.

Leo realized that she would be pure evil if she corrupted this boy.

If she ever made Clark as wretched and faithless as her, her world would stop making sense. Everything would shatter, and she, Leo Luthor, would have no one to protect her from herself.

Leo knew then that to preserve this boy, her boy, from corruption, she would go to any length, even so far as to become evil itself. If she had to, she would make Clark so repulsed by her own wickedness that he would never be tempted by it. He would stay the same lovely farm boy he was now: big, kind, and gentle, with great strength barely concealed.

Before Clark could bumble a response, Leo graciously gave him the exit he was seeking, "It's getting late; you should be getting home. Don't worry about the containers, I'll have the staff clear them and return them to you later."

She then rose and turned to the bar as Clark silently left.

Their mutual pact to never speak of this moment was unspoken, but clearly implied.

Leaving Leo alone in her study, to contemplate just how low she could sink.

----------------------------------

Leo entered her study after work to unwind with a game of pool, only to find Dominic shuffling through a stack of invoices, files, and work orders at her desk.

"Your father's very disappointed with you, Leo," he announced, not even bothering to look up from his paperwork.

Leo masked her resentment at her intruder behind a deceptively neutral face. "What do you want, Dominic?" she asked, changing course to the bar.

She really needed a drink.

"An internal audit of your division has turned up accounting irregularities, and I've decided to go through it myself in a thorough manner."

'_More like dad gave you an order, and you rolled over like an obedient puppy_,' Leo thought bitterly.

"So this is payback, for turning down my father's offer to join him in Metropolis," she observed out loud.

She knew there would be consequences when she turned down her father's offer to promote her to "Special Assistant to the Chairman Emeritus"—whatever the hell that grand title meant. Her father didn't act out of kindness or generosity. His offers could never be trusted at face value.

Dominic sneered, "Your father and I have been very tolerant of your excesses. But this time, you didn't spend the money on parties and sports cars, and we want to know where it went."

Leo regarded him coldly. "I already have a father--I don't need another one. Sun Tzu, Machiavelli, Nietzsche...those were the paternal voices that nurtured me after my mother died."

"At least you hadn't slept with all of them. I still recall your more voracious carnal appetites...or have your tastes shifted, to corn-fed farm boys now?"

If Dominic had been paying closer attention, he would have been more concerned with the eerily dangerous calm that crept into her voice, "My father made every question a quiz, every choice a test. Second best was for losers, compassion was for the weak, trust no one. Those were the lessons I grew up with." Well, maybe not always--but those were certainly the lessons he had coldly drilled into her for the past 10 years anyway...

"I'll remember that, if I'm ever interviewed by the biography channel," Dominic replied archly.

"Try to put our own history aside, and remember who I was raised by. I try to deny it, but I'm still my father's daughter. Tread carefully."

--------------------------------------------------

'_Tread carefully'…arrogant cunt._

While Dominic Senatori considered himself a consummate professional and accomplished corporate executive, something about Leo's petulance always brought out his petty side.

She probably fancied that last comment to be intimidating. Truthfully, it only pissed him off. She was probably still bitter about their break up, accusing him of supposedly stealing her ideas and sabotaging her career. The girl mentions one random idea in passing, that happened to work, and suddenly she's Warren Buffett!

But her delusions about his role in stalling her career angered him even further. How many other 21-year-olds in the world were entrusted with running an entire plant with over two thousand employees! And she still had the gall to be angry about not heading up the _entire _division!

Dominic had worked his way up from an entry-level position, devoting years of loyal service to the company, and without the benefit of a rich daddy. He wasn't about to allow the fucking ice princess to keep pushing him around, and he knew just how to strike back.

_Try swallowing this, bitch._

--------------------------------------------

Two days later, Jonathan was dropping bales of hay from the upper level of the loft when Leo entered the barn.

"Mr. Kent?"

Jonathan shot her a wary glance. "Clark isn't here."

"Actually, I came to see you," she answered, "I was wondering if you were planning on coming to the game next Sunday."

Clark had complained to Leo earlier about his annual fishing trip with his father. While Clark enjoyed them when he was younger, he had long since outgrown them and found them boring. Leo offered to hook him up with skybox tickets to the Sharks game, and Clark had happily agreed.

Leo had been concerned that their Thanksgiving fireside rendezvous might have spoiled their easy friendship, but Clark's grin at her offer went a long way in alleviating that worry, much to her relief.

She loved putting that grin on Clark's face.

"I'm going fishing, Leo. I don't know what my son is doing," Jonathan replied bitterly.

"The tickets were meant as a gift."

He tossed another bale of hay to vent his resentment. "Yeah, I'm sure your motives were entirely noble."

"That's not fair. I don't think you understand how I regard Clark and your family," she explained. He really didn't. Leo didn't even have words to describe what Clark meant to her—merely calling him her best friend didn't do her feelings justice.

"Yes, I do. I understand perfectly well, "he grunted, climbing back down from the loft to finish his task. Wiping his brow with his sleeve, he muttered, "We're just the pawns in your eternal chess game with your dad."

Actually, he was starting to recognize Martha's concern about Leo's interest in Clark verging into other areas. And vice versa — even Jonathan had to admit that Leo was extremely attractive, and Clark was still a teenaged boy…

"Do you have a family photo?" Leo asked, completely out of the blue.

Jonathan glared at Leo, frowning at that random question. "Yeah, I got lots of family photos, Leo."

"The only picture of my father and I appears in the Luthorcorp annual report," she replied, a hint of melancholy in her voice.

"Is this the part where I'm supposed to feel sorry for you?"

"No. I just want you to understand, if I'm guilty of anything regarding your family, it's envy."

Jonathan glared. "Well, if you're so envious of my family, then why do you feel the need to investigate it behind my back?"

_Shit. _

_But how could he…Dominic. That fucking weasel! _

Leo recovered quickly, never allowing her earnest expression to slip. "I wanted to know what happened out on that bridge the day of the accident. I had a theory and it…anyway, it turned out to be nothing."

_At least, not yet. _

"Clark's a good kid, Leo. I don't want that to change."

"Neither do I," she responded. Leo really meant that. "You know, from the day I first met Clark, all you've ever seen is the name Luthor."

It was sometimes hard to believe that someone as sweet and trusting as Clark could be raised by such a bitter, unrelenting grouch. Still, Jonathan Kent was an honest man, a good man, and she hated disappointing him. Yet another father figure whom she disappointed.

"Well, so far, you haven't given me a reason to see anything else."

Unsure how to respond, Leo silently left, filled with barely contained frustration and rage.

_Dominic would soon pay._

--------------------------------------------------------

The next morning, Leo stood by her Ferrari in an alley beneath a highway overpass, only a few blocks away from the infamous Suicide Slums section of Metropolis. Lionel drove up in his black Mercedes sedan and got out to meet her.

"Interesting choice of location for a meeting, Leo. Why didn't you just come up to the penthouse?"

"I was making a garbage delivery. I didn't want to tarnish the marble," she quipped.

"I'm not in the mood to squabble, Leo."

"I was hoping you might explain Dominic's visit."

"My auditors discovered a number of unaccounted expenditures coming out of the Smallville plant. I thought it prudent to investigate," he stated simply.

"Come on, Dad. I've squandered more on weekends in Vegas. You didn't sick your adding machines on me then."

"We're talking corporate finances, Leo, not your pocket money."

"It really bothers you, doesn't it?" she observed, raising her chin defiantly, "That I'm not dependent on your anymore, that I've made friends in Smallville, people I can trust."

"Don't be ridiculous," Lionel scoffed, "I'm happy you're doing well."

"No, you're not. You're afraid I won't need you anymore."

Lionel approached his daughter, looking down at her with uncharacteristic tenderness, his voice softening, "You'll always be my daughter...and you will _always_ need me, Leo."

As he turned to go, Leo's voice stopped him cold. "Aren't you going to ask about Dominic? He hasn't checked in for hours, has he? Unusual, for a man of his tediously predictable nature."

When Lionel turned, Leo tossed him her key ring. "Go ahead. Pop the trunk."

Lionel smirked playfully. "Oh Leo, Leo, Leo. What has she done? What has she done?"

Opening the trunk, he found Dominic trussed up like a turkey with duct tape over his mouth. Leo ripped it off with a flourish.

"Ah!" he cried. Literally.

"You want to ask an accounting question, Dad? Call me. And the next time one of your drones bother the Kents, he'll be lucky to catch a ride home with the spare."

Leo turned around to leave.

"Leo!" Lionel called, causing her to turn to face him.

Lionel than bathed his daughter in the warmest paternal grin Leo had ever seen.

"That's my girl. Well done."

----------------------------------------------------------------------

It was an uncomfortable feeling, this elation within her over the paternal approval she had finally received.

Leo moved down the stadium stairs, her mind filled with the brief conversation she had just shared with Jonathon Kent...

"_That's a really nice thing you've done for the Fordmans." _

"_Thanks, Mr. Kent. That means a lot coming from you. I just want you to know, I closed the book on that day at the bridge." _

"_Why'd you investigate it in the first place?" _

"_That day was a miracle. Haven't you ever wanted to find out why things like that happen?" _

"_No. I just accept the fact that they do. You don't need an explanation for everything, Leo." _

Leo recognized the weakness it represented - that unwanted need to be accepted by the man - and was slightly angry for welcoming it the way she was. Another part of Leo told her to shut up and enjoy it while it lasted.

Reaching the track, across from the field where the Sharks were scrimmaging with Whitney as their quarterback, Leo watched the ailing Mr. Fordman and his wife for a moment, making certain that they appeared to be having a good time and that there were no problems. Whitney had lost his football scholarship, and his father was dying. After Whitney had informed Clark of his father's dream to see him play for the Sharks, Clark had approached Leo about arranging for him to practice with the team, to fulfill the request of the dying man and his son.

It was a simple enough request to grant--especially when your father owns the team.

More incredible to Leo was Clark's capacity for compassion and forgiveness, even to the boy that had almost killed him. It never ceased to astound her. Then again, maybe that was what drew her so strongly to him. Clark would never give up on her. As long as she was part of his life, maybe she was worthy after all...

"Hey."

Welcoming the distraction from her reverie, Leo turned to greet Clark as he sidled up beside her. "Enjoying yourself?" she asked blandly.

Clark grinned. "Not as much as my dad, I think. He won't show it, but he's getting a kick out of this. Almost enough that I'm sure if I asked, he would agree to the game on Sunday… "

"But?" Leo prodded, her lips already quirking into a smile.

Clark's grin grew. "I figured fishing would be a lot more fun."

Leo nodded. "Good for you."

She meant that.

Before Clark turned to rejoin Lana, who was chatting with the Fordmans on the sidelines, Clark gently squeezed Leo's arm, his eyes filled with adoration. "You really are amazing, you know that?"

OK…maybe _some_ male approval wasn't such a bad thing.


	10. xmas xtra

All previous disclaimers apply. Please read/review/praise/criticize at your leisure--all feedback always welcome!

You're probably totally fed up with all the holiday specials on tv by now—well, here's another one.

I tacked on this little bonus dribble to this week's regular chapter as my modest holiday gift from me to you. Season's Greetings!

**Christmas in the Castle **

Okay, so she was drunk. Very drunk really, and the fact that she was sitting alone in her dim library on Christmas Eve couldn't possibly have anything to do with it. The brandy bottle was empty, but she was certain it had already been half empty when she picked it up to start. She reeled across the room and threw open the window, forgetting to brace against the frigid Kansas Yuletide temperature. She pitched the empty bottle far out onto the driveway, almost giggling as she thought that the next time the postman delivered the mail, he might get a flat. Oh well, he could hoof it back to town and commiserate with the meter maid.

It was a snowy night, the sparkling landscape brilliantly reflecting the moon's silver glow, a perfect Smallvillian setting for Christmas Eve night. This definitely warranted another drink.

Bastard postal worker anyway. Brought her over 300 Christmas cards this past month, and after opening about half of them, Leo had given up finding one that _wasn't_ stamped with some corporate executive's name. Even her own father's. Cretin. Signature-stamping his own daughter's Christmas card.

No, it wasn't her father. Probably a secretary, and not even his executive assistant at that!

Then again, at least his drones had bothered sending a card at all. Chip had given her another set of gaudy diamond earrings and a farewell fuck before he flew back to Gotham for the holidays. As with Thanksgiving, he had invited her to come with him, but Leo again declined. She was already hiding out from the annual Luthorcorp Christmas Party with her father (attending the New Year's Party, however, was mandatory and non-negotiable), and she had no desire to attend a corporate Shrek holiday function either. She had no wish to spend the holiday decorating the arm of a man who would be surreptitiously hitting on every female with a pulse. She had no problem leaving that duplicitous pretty boy to his own devices for the holidays.

That lazy asshole couldn't even spare her enough thought for a simple, handwritten card.

She only received one of those. The only one she had noticed with an actual hand-written address on the envelope. She knew the handwriting, of course. Had known it from pretending to look over his shoulder at his homework at the Talon. Clark often hung out there after school during Lana's shift, and Leo often sat with him when he did--with Clark hunched over his school books and Leo working at her laptop. While they didn't speak much there, they each silently drew comfort and unspoken understanding from the other's presence. During those quiet moments, nothing seemed as important or reassuring than just the two of them, sitting alone on an island together, separate from the sea of irrelevent bustling around them...

It was useless effort on his part, but the card was nice anyway. Little rustic, snowy rural scene, deer and rabbits capering around a huge, snow-covered fir. Enough to make a person puke, which she would probably be doing soon.

She broke the seal on another bottle when she noticed someone standing in the doorway. She had already dismissed the household staff to go home to their families for the Christmas holiday, a nicely generous Luthor thing to do, accompanied by the requisite hefty Christmas bonus envelopes. She knew without looking up that it would be Clark.

Clark Kent was the single person on earth who would ever come to see her on the greatest family holiday of the year.

He was also the single person on earth she didn't want to see right now.

She had already messengered his Christmas present, a silver dart set, already. It was Christmas Eve--why couldn't he just leave her alone?

Everyone else did.

"Clark," Leo called in welcome, tipping her refilled glass in her favorite farmboy's direction. "What can I do for you on this snowy Smallville evening? Would you like a drink? I think there's eggnog in the refrigerator..."

Leo's voice trailed off as she looked a bit closer in the dim light. Clark was standing still in the doorway, frosty white coating his blacker-than-black hair, thick red coat wrapping his scrumptious body, holiday-wrapped box in his hands…Hurt in his eyes.

"Why didn't you come over, Leo?" he asked quietly. "It's Christmas Eve. It was just dinner at the farm. And here you are, all alone and drinking yourself silly instead of being with people who..."

"Despise me?" Leo finished darkly. "How many extra chores does it take to get Jonathan Kent to allow a Luthor in his house on the holiest of holidays?"

While Mr. Kent had actually been cordial enough to her the last couple times they spoke, she knew he still disapproved of her continued association with his son. He wasn't as quick to jump down her throat anymore, but she recognized the glint of hostility and suspicion that still lingered in his eyes—always looking down on her, always ready to judge her, always looking for any excuse to criticize her.

And that didn't even account for the daggers Lana would be shooting at her through her eyes all night. Not that Leo particularly cared about a school girl's jealousy at this point. Leo just didn't care to deal with the hassle just now.

Clark almost took a step into the room, but stopped, still unwilling to let the hurt go. "Mom wanted you there," he said. "It's Christmas, and you shouldn't be here alone. I wanted you there too. We had presents..." he faltered, raising the box in his hand minutely, and then looked down at the floor.

Leo smirked before she bitterly snapped., "What! Afraid of another tongue wrestling match with the wicked witch? Don't worry, Clark, it's not like the pink princess will ever find out." She took another deep swallow from the cut crystal in her hand, swallowing around the sudden lump blocking her throat as Clark looked at her, guilt and hurt flaring in his eyes.

The smirk left her face immediately--Leo cursed the fucking alcohol riding roughshod over her sensibilities.

_No more. _

If she caused one more flicker of hurt on his angelic face, she would pluck out her forked tongue with the ice tongs.

She stepped closer and reached up to brush the melting flakes from Clark's hair. He tried to suppress an eager shiver at the electricity from her touch. "It's Christmas Eve, Leo," he reiterated, head moving involuntarily into the soft graze of Leo's hand. "It was just dinner. No one should be alone if they don't have to be."

Leo wasn't really listening, although she caught the gist of what Clark was saying. Her senses were occupied with the silken feel of the dark strands weaving through her fingers. Damp, but incredibly soft, and she wondered how anyone could not want to do this. How could Lana, who had lived next door to him for so long and never noticed him, have resisted for so long?

She pulled her hand away guiltily, covering the motion with another swallow of brandy, the burning in her throat joining the slow burn in her insides, coiling low, waiting to strike.

"It's Christmas Eve," she agreed. "And actually, this isn't how I usually spend it. Normally, we'd be in Metropolis, Dad and I, and hordes of self-important corporate back-stabbers who only give a damn about expensive food and drinks and themselves. Noisy and terrible, and I am really glad I got to spend this year in peace and quiet. I even lied, and told Dad I was going to be out this evening, so he wouldn't drop by to ask what his secretary bought me for Christmas. Before you showed up, Clark, I was at the window admiring the lovely white Christmas this little burg has been graced with."

Clark shook his head. "Whatever, Leo," dismissing her drunken tirade with a shake of his head. "Whatever you say. I tried. I've really tried. If you knew how much I... wanted you to be there, how much I don't want to see you alone out here, you would have come…"

Then, a tiny ember of hope lit Clark's face. "You still can. We have brunch tomorrow, after we open gifts and stuff. You're still welcome to come for that, if you want. It'll be just us," Clark said hopefully, wordlessly hinting at Lana's absence for that day,"so you don't need to worry about politics or gossip or anything. You can be an actual person for a few hours, if you want." Clark's gaze dropped back to the floor again, that tiny, hopeful ember flickering out.

"Anyway, I brought you this. I collected these for you. Merry Christmas, Leo."

He handed Leo the wrapped gift, and Leo accepted it wordlessly, turning around to set it on the desk behind her.

"Are you going to open it?" Clark inquired with imploring, puppy-dog eyes.

Leo turned back to him, smiling softly. "Can I open it in the morning? Presents are for Christmas morning."

Clark nodded uncertainly. "Sure, I guess. You won't forget?"

"I won't forget. I promise."

Clark's face heated briefly. "I better get home. Mom and Dad are in bed, and they don't know I left. Anyway, I just wanted to wish you a Merry Christmas and give you your present." He turned to leave the room, but Leo couldn't let him. She couldn't let him go away hurt.

"Clark," the firm voice stopped Clark in his tracks, and he turned back hopefully as Leo stepped closer again.

Leo leaned up and kissed Clark's cheek. Only her aim was a little off, and she caught the corner of his mouth instead--probably from being a little tipsy. At least, that's what she told herself.

Pewter eyes sparkled as her gaze met his. "Merry Christmas, Clark. I hope you get everything you want."

Clark looked at her seriously. "I wanted you to come tonight, Leo. Maybe next time."

Clark flashed her a parting smile, silently reassuring her that all was well, before walking out of the room. Leo's lips still tingled, phantom Clark-heat still lingering in his wake.

_Fool_, Leo berated herself, heading back to the bar, finishing off the brandy and needing a refill. As she passed the desk, her eyes fell on the gift lying there. Cute snowman paper, even more vomit-inducing than the handy Christmas Eve snow, but she stopped anyway, intrigued.

_What DO you get for the woman who has everything? _

She sat at the desk and pulled the box closer, hefting it gently and shaking it. Sounded like a bunch of things in there, medium-weight. It had been so long since anyone had given her a gift with any actual thought or effort behind it. She looked at the tag; a simple _To, Leo, From Clark_, little holly leaves around the edges. She smoothed her hands across the top, picking the red bow off gently.

She savored the feel of the wrapped gift in her hands, the sound of the tape as it pulled away from the paper. Plain white box underneath, that looked like a simple shirt box. The rasp of the lid against the box as she lifted it, the crinkle of the tissue inside--Leo committed every little detail to memory.

She treasured every moment of unwrapping her present--it was an infrequent occurrence, a heart-warming sensation she cherished.

Leo knew she was a caste-iron bitch, and a rather wealthy one at that. People _never_ gave _her_ presents, not unless they expected something in return. Ever since her mother died, no one had given her a genuine gift since.

Deep down, she had worried that it might never happen again, that she might never deserve this--might never deserve _him_.

Leo set the opened box back down on her desk, smothering her mouth with one hand, pursing her lips, squeezing her eyes shut to contain the tears that threated. She wasn't sure if they were from joy or regret--probably both. She made her way to the bar to refresh her drink. She took a large gulp of liquor and tears to scald her burning throat and sinuses. It was her form of self-flagellation, for ever issuing a hurtful word to her beloved farm boy.

_Thought and effort. _

Leo shook her head. How long did this take? How long for Clark to find and obtain them all?

Cars.

Little die cast cars, every single one of them a model of one of Leo's actual vehicles. All sixteen of them, and Leo knew you couldn't just run down to the local Walmart and pick them up in a $1 toy bin--her cars were far too exotic for something like that.

The note enclosed inside read, "Just in case you wreck any more of them, you'll have these to remind you. Love, Clark."

Leo finished her drink, trying to decide what kind of wine went well with Christmas brunch.


	11. Chapter 10

All previous disclaimers apply. Also acknowledge that all elements of Angelverse/Buffyverse is property of Joss Whedon. As always, reviews are welcomed and encouraged--even flames.

Author's Notes:

Just a side note, but i did post 2 new chapters last week--both "chapter 9" and "xmas bonus". i only mention this 'cause judging by the little recorder that keeps track of chapter hits, some of you guys might have read the xmas chapter and missed chapter 9--not like it's a crime or anything, just fyi. anyhow, here's the new chapter. enjoy!

Spoilers: Hug, Leach

**Chapter 10**

_Bathed in a sickly green glow, Clark was lying prone on the ground, writhing in agony, gasping for breath..._

_He flew past her window every night. Yet she abstained from ever hinting at her true feelings. Instead of pulling him closer, she pushed him away as they hurled threats and accusations at each other._

_It was cruelty beyond measure for him to constantly fly back to her like this. _

_She was certain he did it on purpose. He hated her, hated what she had become. And he wanted her to live with that, to spend the rest of her life understanding that the last true happiness she would ever know would be those few, short years in a small town in rural Kansas._

_She had known it couldn't last. People never stayed in her life. She had learned not to trust, not to let them in. But with him… all of her defenses had dropped. She had given him everything, trusted him with her life, her heart, her soul... _

_In the end, his had turned out to be the worst betrayal of all._

_She knelt down to him, ran her hand down his pale cheek, pressed her lips to his, and bid him good-bye. _

_I love you Clark._

**--------------------------------------**

Leo awoke in a cold sweat.

The nightmare returned, the same one that she had experienced almost every night since the incident with Alan Rickman a week ago. She never really remembered what happened in the dream, just some of her feelings. She knew that in the dream, she felt as if the world was totally against her, the way she did before she met Clark.

She also thought that she had been trying to kill Clark.

Slipping on her silk chemise, Leo rose from bed and padded over to the mini-bar. Chip didn't even stir. Then again, he was a heavy sleeper. She watched him sleep as she poured herself a scotch. He had been becoming more distant lately, not that she really cared. The denouement of his plan and her counter-plot to thwart it would occur soon enough, and then he would be gone. While Leo found him an amusing distraction, she was looking forward to not having him around anymore.

She turned to stare out the window as she sipped her scotch, her mind going back to last Tuesday night. Or what she could remember of it anyway.

-----------------------------------------------------------------------------------------------------------------------

Rickman had showed up at the manor unannounced, somehow getting by the security guard at the front gate. He had just walked right into Leo's office as if he owned the place, much to her annoyance.

"I didn't realize that we had a meeting on the books," Leo bristled. No reason to waste time on pleasantries with his pompous ass.

"We don't," Rickman conceded, with all the oily sincerity of a used car salesman. Leo was not in the mood. "I came with an olive branch. I just want you to know you can call your lawyers off. I'm dropping the Kent farm as a proposed site."

Leo barely masked her surprise. The man had weathered countless lawsuits before and won, so that shouldn't have scared him off. She knew he was up to something.

"What's the matter? Losing your touch?" Leo sneered.

Rickman had actually found the comment amusing. Looking back, there had been some irony there. "No, I've just decided Smallville isn't worth the hassle. At least I know where I'm not wanted."

The not-so-subtle jab failed to anger Leo. After all, she had learned to put up with the small minded people of this town. People like Clark and his friends actually made up for them. Still, as far as she was concerned, Rickman had long overstayed his nonexistent welcome. "Ok, then. Thanks for stopping by," she said in obvious dismissal.

Yet Rickman hadn't left. "Well, since you won, how about it? Truce?"

Rickman had offered his hand. Slightly perturbed, Leo extended her hand to meet his, unwittingly playing right into his hands.

-----------------------------------------------------------------------------------------------------------------------

Clark later explained what happened, after Leo had gone over to tell him that Rickman's lawyers had ripped up the contract that Jonathan Kent had unwittingly signed. "When Kyle and Rickman were in the meteor shower together, they got the power to coax people into doing whatever they wanted them to do. All they had to do was shake their hands. I saw Kyle do it, and Rickman must have done it to you and my dad."

Leo was morbidly intrigued. "What did Kyle do to prove his power?"

Clark had blushed and looked away.  
"HegotChloetokissme."

Leo had been fairly certain that she had heard him right, but she had wanted to confirm. "What?"

Clark had still refused to meet her eyes. "He convinced Chloe to kiss me. So you see, he could convince people to do things they wouldn't normally do."

"Uh huh," Leo said, not as convinced as Clark on that point. She had seen the way the younger woman sometimes looked at Clark. Kyle, and probably Rickman, could conceivably get people to do things that they wouldn't normally do, but not something that was completely against their will.

At least, that was what Leo hoped.

* * *

Leo came out of her memories when she realized that her glass was empty. She quickly poured herself another, her mind drifting back to Clark as she contemplated the world outside her window. Her conversation with him had gotten dark after that. 

"Where did I come into all of this?" Leo wondered. Rickman had probably tried to convince her to call off her lawyers on the Kent case, but Leo had a feeling that more than that had happened.

A cloak of reticence descended on Clark as he gravely muttered, "It doesn't matter. It wasn't you."

Leo looked at Clark and realized how tense he was. "Clark, I need to know. I don't like not being able to remember what happened, especially since I seem to have upset you."

Clark had taken a deep breath. "Kyle wanted to go to the press, to tell how Rickman made his business deals. Rickman didn't want that to happen. He tried to use you to keep us quiet."

_'To kill us_,' Leo translated in her head, feeling the blood rush from her face. Her knees buckled as she sat on the couch, suddenly uncertain if she would be able to stand without swaying. "What did I do to you, Clark?" she inquired, disturbed, but needing to know the truth.

Clark refused to meet her eyes before repeating, "It wasn't you. It was Rickman, and he can't manipulate people like that anymore." Clark had refused to say anything else on the subject, and they had moved on to other happier topics.

Leo didn't need Clark to tell her some of what she had done, though. The evidence at the Route 7 Gas Station conveyed the horror story well enough. One of her cars had been set on fire and had exploded. According to her investigators, who had cleared the site before the police had been informed of Rickman's suicide, it looked like the fire had been set intentionally. Leo imagined that she had tried to lock Clark and Kyle Tippet in the car, but they had managed to get out.

However, the most frightening evidence of what she had done was inside the repair shop. One of the cars there had been riddled with bullets, and an Uzi with Leo's fingerprints had been recovered at the scene. Luckily, the shop owner and the owner of the car had been relatively easy to buy off, so none of this information had reached the police or the press.

However, when Leo closed her eyes, she could see the scene play itself out. She was holding the Uzi, standing not too far from the car. Only in this vision, Clark was standing in front of the car. Leo could only watch, helpless, while bullets tore into the flesh of her confidant and only friend in the world.

Leo shook her head forcibly to clear her mind of the image before downing the rest of her scotch. As she poured herself another, she reminded herself that Clark was fine, and whatever the shot up car meant, she hadn't shot anyone. For a short while, she had been concerned that she had killed Rickman, but Clark reassured her that Rickman had killed himself, likely with the help of Kyle Tippet.

She still wished she knew what she had done. All she had to go on, aside from that evidence, were barely remembered nightmares that she thought had something to do with what had happened. The overwhelming terror, oddly coupled to an inexplicable numbness, from the nightmares came flooding back. She was all alone in the world, and everyone was out to get her. It was a familiar feeling. Leo had felt that way often, before coming to Smallville.

Before meeting Clark.

_Scotch wasn't cutting it--time to break out the heavy stuff._

Leo delicately retrieved a precious lump from her hidden ding-dong stash, the rasp of the thin foil, as she unwrapped her little treasure, calming her nerves. She savored the spongy cake exterior enveloping its smooth creamy middle melting in her mouth, massaging the familiar sting from the hard liquor.

While others might find the mixture of scotch and ding-dongs odd or disgusting, it was Leo's comfort food. The strange pairing was strictly for medicinal purposes--the scotch was the stinging disinfectant to the ding-dongs' soothing band-aid. The scorched tongue, mouth, and throat from the scalding alcohol cleansed the hideous sins that scarred her, the burning a reminder of how big a fraud she really was, of what a terrible person she could really be.

But as much as she craved that punishment and the mind-numbing high it brought, she always craved the familiar wholesome goodness of her favorite snack cake during times of extreme distress. Even after sampling the most exotic offerings from the world's foremost pastry chefs, nothing could ever match the simple reassuring goodness of a store-bought Hostess Ding-Dong at room temperature. It was the pastry of choice whenever Leo and Lillian indulged in one of their fabulous tea parties years ago. The stately matron amongst the stuffed animals and dolls of her room, Leo would studiously fuss over her treat, never rushing herself, carefully unwrapping the foil, systematically consuming every morsel of her delicacy just so.

Her fastidious compulsiveness in the solemn ritual of consuming the ding-dong never wavered, even when she waited for her father to join her like he promised--even when he was hours late, even when he never came...

Perhaps Rickman had used her prior feelings and experiences with abandonment and betrayal to convince Leo to do whatever she did. He had most likely convinced Leo that Clark was no different from any of the others in this town, in her life.

Leo chuckled softly to herself, wondering how long it had taken Rickman to convince her of _that_. First, Rickman would have had to surmount the attraction Leo had toward her Greek-God farm boy--an unnerving, completely inappropriate, and growing obsession that even _she_ could not fully tame. Leo shivered. If she was right, she had tried to kill Clark...Leo shook her head and tried not to think about it.

It didn't work.

As far as she could tell, Rickman and Kyle had not been able to convince people to do something that they would not have done willingly, given the proper motivation. Chloe had kissed Clark because, at some level, she was still attracted to him. Jonathan Kent had sold the farm because, at some level, he was concerned about a farm that was struggling and the financial well-being of his family. Yet where did that leave her? Did she, at some level, want to kill Clark?

As she thought on the young man, the boy's face appeared in her nightmare-and-scotch blurred mind. Leo realized that she could not have actually tried to kill Clark. Not only would he probably be dead, but Leo would have likely taken a couple of the meteor rocks that Clark had such an adverse reaction to as well. No, whatever she had done, she had most likely been following orders, as Clark insisted, rather than actually trying to kill him.

Feeling marginally better, Leo drained the glass of scotch she held and licked the last traces of crumbs and chocolate from her fingers. She was determined to relax enough to snatch at least another couple hours of sleep. There was nothing more she could do right now, anyway. Tomorrow, or rather this afternoon, she would go by the Talon to spend some quality time with Clark, like she had everyday for the past week. It wasn't much, but at least Clark was less jumpy around her the last time they saw each other.

It was an improvement over that afternoon in Clark's loft, when Clark had been watching her out of the corner of his eye, refusing to let his guard down while she was there. That hurt Leo, having grown accustomed to both their easy friendship, and the temptation that there could be something more--after his relationship with Lana ran its course.

_A high school girlfriend wasn't a wife. _

Leo seriously missed her closeness with Clark, but she knew they would get it back in time. Maybe she could get Clark to tell her what really happened this afternoon. Maybe he wouldn't look at her with that passing glint of fear he had in his loft. Maybe their bond would be the stuff of legend.

Maybe then, the nightmares would go away.

* * *

Leo stared at the 50" inch plasma monitor in front of her, mesmerized by the graphic computer simulation of her mysterious accident at the bridge. Over and over again, she watched as the animation before her illustrated what she had already known – she had hit Clark that day on the bridge. Beyond the telling dent in the hood of the car, that could only be made by a body, there was her own memory. The flash of surprised green eyes staring into hers; the brief regret that she had snuffed out another's life. Leo had known that she had slammed into the young man on the railing. The problem was, she awoke only to find him there, saving her life. 

Memory conflicted with fact.

When she informed Mr. Kent that she had halted her investigation into Clark, she hadn't _lied_ to him exactly--at least, not intentionally. She had already consulted numerous automotive, forensic, and computer simulation experts. While she had halted this avenue of her active pursuit of Clark's secret, she had yet to receive the certified simulation approved by Porshe's own structural engineers in Germany, which she had already commissioned months earlier. All Leo had done was unwrap the fruits of an investigation she had launched previously.

Besides, whatever white lies or minor prevarications she fabricated were insignificant compared to the concrete evidence she now had regarding that fateful day at the bridge.

She knew the fundamental truth. There was no other plausible explanation, not for everything she had seen since meeting Clark. The number of times he had saved her life, his ability to appear out of nowhere, the secrets she knew he harbored.

So what was his secret? That he was meteor mut….was affected by meteor rocks, like so many others in Smallville?

If so, the Kent's were probably afraid of Clark being seized for study--where they would never see him again. Leo frowned at that. While she could foresee the benefits of such research, it wasn't important enough to destroy his life, not when there was plenty of other research that could be done instead. She would never expose Clark to that.

Not for as long as she drew breadth.

Leo just wanted Clark to confide in her, to trust her, to give her his loyalty. She would have explanations for everything, and everything would stay between them. And then she would continue protecting his secret. It was obvious that he would need her help.

In fact, he already did. While looking after her friend, she had already intervened to collect and conceal evidence of his involvement in over two dozen accidents and crime scenes—and those were only the incidents that she was aware of. While she admired his selfless heroism, Clark had a lot to learn about cleaning up after himself.

Besides, if there was one thing Luthors knew how to do, it was cover their tracks.

Now, if Clark would just let her in. She would protect his secret as closely as his parents did, and never allow anyone to harm him or his family.

She would protect him.

Always.

Just like he protected her.

She and Clark would be the stuff of legend. While Leo had always aspired to greatness, there was no limit to what they could achieve together. After having previously resigned herself to a lifetime alone, the thought of a genuine partnership with someone whom she could completely trust, and have that trust returned, filled her with satisfaction and hope. Hope that Leo thought she would never dare allow herself to feel. For anyone.

But first, she had to hear him say it.

Climbing to her feet, she grabbed her keys from the edge of the desk, glancing for a moment at the folder beneath the keyboard.

The Shrek deal.

She had a meeting in Metropolis with Chip and his father on Thursday. The charade would finally be coming to an end. There was still a possibility that he wouldn't double-cross her, but Leo didn't hold out much hope of that. She prided herself as a pretty shrewd judge of character, and she was fairly sure she had him pegged.

No, Chip would soon be gone - likely for good this time – removing another buffer that she had half-heartedly erected between her and Clark. However, the rational section of Leo's mind couldn't help but be grateful for Lana's continued presence. In many ways, Leo couldn't have selected a more perfect place-holder for Clark. Lana was both beautiful enough to intimidate any other serious competition, but far too chaste to allow anything physical between them beyond simple kissing and hand-holding--although even that much was becoming intolerably irksome to Leo as well. Still, without Lana to occupy Clark on that front, Leo would either have to romantically pursue the underage high school boy who was her closest friend, or tell him that they simply couldn't be friends anymore because it was inappropriate and move on.

Neither option was appealing.

* * *

After Clark lost his powers to Eric Summers, he had happily embraced his newfound normalcy. It was bad enough lying to all his friends and to Lana, but now he was free of those shackles and could lead a normal life. While it sucked to lose his powers, he gladly accepted losing them if the trade-off meant he didn't have to lie to everyone anymore. 

Having spent his entire life constructing barriers of secrets and lies around him, he was often gripped with a nearly overwhelming loneliness. It was bad enough being a freak, but not having anyone to share it with only left him more isolated. He may still be the only alien in town, but at least, with his powers gone, the overwhelming obligation to use his powers was lifted from his shoulders, leaving him light and free.

But as the evening wore on and his muscles ached from his chores, Clark realized his initial enthusiasm may have been a tad premature. He never realized that chores could be so tedious and grueling, and wondered how his dad had managed to cope with it his entire life.

He was still patching up the fence late that night when he looked up and was blinded by the headlights of an approaching car.

As she pulled into the Kent drive, Leo had wondered if Clark would be available to talk. She had her answer when the lights of the Jaguar flashed over him, kneeling beside the fence of one of the paddocks. He was shaking his hand with a frown, and cast another at the lights, wincing a little, which caused her to feel guilty for being so inconsiderate. Pulling to a stop a few feet away, she climbed out to find him rising to his feet, hammer and work gloves in hand, regarding her curiously.

"Leo." He flashed her a smile. "What are you doing all the way out here?"

"I needed to talk," she replied as she approached, her gaze scanning over him. She knew she had always appreciated his body, but it was amazing to think that her Clark could withstand being hit by a car. And could then rip the roof off like it was a can of sardines, if the graphic simulations were accurate. "Got a minute?"

Clark's grimace screamed "hell no", but his eyes were welcoming nonetheless. "If you want to help me with this fence." He reached down to pick up one of the two by fours.

It was actually kind of amusing. Leo had seen him haul crates filled with produce like they were pillows, toss hay bales into the back of his father's pick-up like beach balls, and… well, she had run him off the bridge in her Porsche, he had ripped the roof and seat belts off, and pulled her to shore.

And now he was asking for her help with a board.

Suddenly, she felt a pang of pity and sadness. She wondered how anyone could be so accustomed to living such a lie, how lonely that must be.

_Well, he doesn't have to live like that anymore. He has me now.  
_  
"So much for chivalry," she observed wryly.

Irritation flashed in him as he struggled a little with the weight. "Look, I've been baling hay for the last two hours. I can barely lift my own arms."

Deciding to play along for the moment, Leo stepped forward with a smile and offered assistance, helping him to set the board in place while he reached into the pocket of his jacket for a nail.

"So what's up?" he asked.

Leo took a breath, contemplating her words for a moment before starting, "We're friends, right?"

Clark examined his thumb intently before glancing over at her. His eyes showed his confusion, but he laughed a little when he nodded. "Yeah. Last time I checked." He hammered at the nail a few seconds before flashing another look in her direction. "Why?"

The direct approach was always best, that's what mother had taught. "I want you to tell me what really happened the day my car went off that bridge."

The hammer stopped in mid-stroke, and Leo studied Clark intently, searching for any tell-tale signs that he might be preparing another lame excuse. Irritation swept over his expression again as he rolled his eyes.

It had been months since she mentioned anything about the accident—Clark had hoped she had forgotten about it and moved on. Apparently, she hadn't. "I dove in and I pulled you out," he wearily replied, like a teacher explaining something to a slow child.

That response hurt Leo—this meant a lot to her, but Clark was treating her question like some petty annoyance, like her concerns didn't matter. They talked so easily together about everything else. He always listened, he always cared. He was always there when she needed someone to confide in, whenever she needed to be rescued by someone outside the world of her own problems.

"And that's it?" Leo prodded. She wanted him to offer the information freely. To trust her.

"Leo." he frowned slightly, "Seriously, what's wrong?"

"I don't think you're being completely honest with me," she replied, moving past him to stare through the darkness at the cows in the next paddock. She couldn't exactly look him in the eye while she accused him of lying. "And I think I know why."

For the first time since they met, Leo was disappointed in Clark.

_I thought you were different._

"All right," Clark commented behind her, his tone slightly exasperated, "Why don't you tell me what happened."

_A flash of green eyes, a look of fear and surprise. The deep regret that had filled her. Green eyes hovering over her. The promise of Salvation and Heaven.  
_  
"I think I hit you at sixty miles an hour. Then, you ripped open the roof of my car, tore off my seat belt, and pulled me out and saved my life."

_And gave me another chance, a better chance, a better future._

In response, Clark merely raised his eyebrows incredulously.

She had to make him understand, make him trust her enough to open up. "You're the closest I've had to a real friend my whole life," she confided softly.

Maybe she was being pathetic, but Leo didn't care. She believed in him, would do anything for him. Almost pleading, she told him, "You don't have to hide anything from me."

Clark's head shot up at that. His voice was quiet, subdued. "You think I'm hiding something from you?"

_Yes—I'm not an idiot Clark._

"Sometimes," Leo began aloud, "it's… it's hard for me to trust. This is new. I want more than just blind faith here, Clark. Everything. everything points to something remarkable happening that day at the bridge."

Clark reached over to grasp her shoulders, rubbing gently until her eyes rose to meet his. "Something remarkable did happen, Leo. We became friends."

Leo shook her head, fixing her gaze into his. There was a sinking feeling within her that he would never tell her the truth, that there really was no future between them. Like all the other men in her life, he would lie to her, would let her down in the end.

"What will it take, Leo?"

She never removed her eyes from his. "Tell me the truth, Clark. "

He stared intently into hers. "The truth is, Leo, that if you were to hit me with your car right now, at 60 miles per hour, I would die like anyone else."

Leo could see that he was telling her the truth; it was evident in his eyes. While he certainly kept things from her, Clark was a notoriously bad liar.

But that still left so many questions unanswered. What did that mean? Could she have been wrong? Or was her father actually right—that no one could ever be trusted?

* * *

Leo smoothed her skirt as she impatiently checked her watch, pursing her lips with annoyance. She had been languishing in a sitting room of Wolfram and Hart's Metropolis branch for nearly 45 minutes. Finally, the closed doors from one of the conference rooms burst open and a bevy of smartly dressed lawyers and executives poured out. Her smooth brow creased with a frown, her puzzlement transmuting to anger when she recognized several of the executives coming out of the room. Before she could approach them to demand an explanation, a mousy temp in a fraying bun informed her, "Mr. Shrek is in the conference room. He can see you now." 

Leo's jaw clenched with resentment and stormed into the emptying conference room to confirm just what the hell was going on.

She entered to see Chip and his father, Max, sharing a hearty, masculine chuckle. As Max clapped his son's back, the air of father-son bonding was nearly enough to gag her. Not bothering to conceal her annoyance, she snapped, "I hope I'm not interrupting anything."

The elder Shrek triumphantly smirked. "No, no, not at all. Chip and I were just celebrating our latest acquisition."

"Funny you should mention that," Leo replied crossly, taking a seat across from them. She didn't bother waiting for a chivalrous invitation to sit—this morning wasn't going to be that kind of meeting. "Chip and I had an appointment to finalize one of our own—half an hour ago. Where the hell is everyone going, Chip? I still have a plant of my own to run."

"Oh, no need to bother. The deal's already done," Chip answered casually.

Leo's eyes narrowed. "Without me? How?"

"Quite simply, my dear," Max smiled condescendingly. "While we didn't have the capital to finance the power plant's construction, we did raise just enough to purchase Cadmus Labs—without you."

Leo's eyebrows flew up. "But I've been researching them for almost a year." Turning her gaze to Chip, she replied softly, "I thought we were partners. I thought were going to build a 'bold new future' together."

Returning her gaze, he replied, almost remorsefully, "Well, your research has paid off. Things are just going to work out differently than we discussed, that's all…"

Leo nodded, finishing his explanation for him, "And with the profits you'll reap from their patents, you won't need me… to finance your plant anymore."

"It's just business," Max brusquely interrupted, "You know, you really are quite the little researcher. You should call me later for a job—we could always use a clever gal with your...talents." As father and son rose from their seats, Max motioned for his son to follow him out the door as he left the room, "Come on, son."

Before he followed his father out, Chip threw an apologetic look back at Leo. "It was just business…it wasn't personal."

Leo didn't meet his look. She just slumped in her chair and stared forlornly out the conference room window. "Congratulations. I hope it was worth it."

-----------------------------------------------------------

Eric was out of control, and Clark knew there was no one who would be able to stop him. His parents had been lucky; he'd had time to grow in to his abilities, becoming comfortable with the most destructive of them as a child. While he had broken furniture and dishes and punched a few holes in the walls, it had all been easily replaceable, and his parents had taught him, early on, how to be careful. Eric didn't have that luxury, and there was no one around to teach him control.

"Just a little higher."

Clark winced a little at Dr. Cabre's request. He'd already been holding his arms up for what seemed like hours, and every time he lifted them just a bit more, sharp pain stabbed his insides like a dagger.

"How much longer is it going to hurt like this?" he asked.

"Oh, you'll be fine in a couple of weeks."

_You gotta be kidding me_. "A couple of weeks?"

"What doesn't kill you, makes you stronger," the doctor replied brightly.

_Okay, so the good doctor needed to be shot._

"Clark!"

Clark turned to be enveloped in his mother's embrace, and the pain shot through his sides again. "Easy on the ribs, mom!" he protested, wondering if he was as much of a wuss as he sounded.

Looking over, he saw his father move up behind his mom, worry creasing his brow.

"How's he doing, doc?" Jonathan asked.

"Well, nothing seems to be broken," Dr.Cabre replied, turning her attention to his parents. "We could get an x-ray just to be safe. Clark has been insisting it wasn't necessary, so I thought I would ask you?"

Clark cast a knowing look at his parents.

"Umm, I think we'll just take him on home," Jonathon replied with a nod.

"It's your choice, but I want to see him back again in a week," the doctor instructed.

They nodded, and Clark thanked the departing Dr. Cabre. His mother had already picked up his flannel shirt and was carefully attempting to slip his arms into it, one at a time. Clark winced at the movements and wished he could just head home bare-chested.

"Martha, you help him get dressed, and I'll go take care of the paperwork." His father looked him over briefly and asked, "You sure you're all right, son?"

Clark nodded. "Yeah. But I could definitely do without the whole 'pain' thing. I don't think I'll be taking up extreme sports anytime soon."

Jonathan smiled before turning and exiting the room.

Martha moved around to the other arm, gently helping Clark slip it into the sleeve before quietly asking, "What happened?"

"Eric just flipped out," Clark replied, "It was kind of scary."

"I wish you hadn't gotten in his way." Martha frowned a little as she placed her hand on Clark's back, guiding him from the room.

Yeah, Clark was thinking the same thing, shaking his head. "I don't know what it is. Even though Eric has my abilities, I still think of them as my responsibility."

His mother gave him a small smile as they moved from the room.

"Clark?"

Clark and his mother turned to find Leo moving down the hall toward them, her gaze sweeping over him quickly, as if assuring herself that he was all right. She stopped beside him, dressed smartly in a black overcoat and a dark suit, looking more like she should be in a boardroom in Metropolis than a hospital.

"I just heard."

"Hi, Leo," Martha greeted with a small smile before glancing back up at her son. "I'll go see if your dad needs anything." She said goodbye to Leo, then left them to talk to each other.

Clark hadn't told his parents about Leo's visit last night, and while they had parted on good terms (he hoped), he still felt the gap that had appeared between them. He really didn't want to deal with more questions at the moment. He had enough things to deal with right now.

Her sudden appearance after his injury was a little surprising. It made him angry - at himself, and at his continual lies. Now that his abilities were gone, it felt as if he was lying now to cover up the lies from before. This was really getting frustrating.

Turning to start down the hall, Clark asked bitterly, "So, did you come by to make sure I was hurt?"

"I wanted to make sure you were all right," Leo replied quietly from behind him.

"Yeah," he responded sarcastically. "Never better. Maybe we can go out in the parking lot, and you can hit me with your car."

Then he felt her feathery touch on his elbow, bringing him to a halt. Clark whirled to face her and saw nothing but watery remorse in her eyes.

Suddenly, he felt like an enormous jerk.

"Clark," she began softly. "What I said about you last time we talked-- I'm sorry." she sighed and looked away, shrugging a little. "Nothing appears to be what it seems lately."

_Leo, you have no idea._

Clark blinked for a moment, before bringing his gaze down to meet hers. "Does that mean you're going to stop snooping around my back?" he asked hopefully. He tried to imagine a friendship between them, with no lies, no secrets, no private investigations—he had to admit, he had a tough time doing that.

"I had no right to question your honesty," Leo told him, brushing her hair back from her cheek, looking at him intently, "All I can do is plead temporary insanity and hope that we can find a way to put this behind us."

She wanted that. To just forget about that confrontation at the farm, the entire mess with Rickman, to just get back to their easy friendship--she could settle for that, settle for anything he would give her.

Smiling at her teasingly, Clark asked, "Only temporary?"

Leo smiled and half-rolled her eyes, non-appreciative of the comment, but pleased that he was comfortable enough to joke with her again.

"May I walk you out?" she offered.

Clark nodded, and Leo slipped her arm into his as they strolled down the corridor. Her black overcoat was cashmere, and he enjoyed the feel of it beneath his fingers as he laid his hand absently over her forearm. She smelled great too - a combination of vanilla and perfume and silk. He glanced over at her surreptitiously, taking in her all-black ensemble, a black dress suit, a little bit of her chest exposed in a sensuous V. Aside from looking even hotter than usual, Leo was sure dressed more formally than he was used to seeing in Smallville.

"Do you have an important meeting or something?"

Leo looked up at him for a moment, then nodded. "I was in Metropolis this morning." She glanced at her watch. "I have to be back this evening to close a deal."

Clark frowned a little and stopped. "You drove all of the way back here for me?"

"You're important to me," Leo replied simply, squeezing his arm a little as their eyes met. "After last night, I didn't want to lose you. I thought I needed to prove what you mean to me."

"I…" Clark trailed off, uncertain of what to say. Then, he couldn't resist asking, "Wait. How did you know?"

_More suspicion_. Leo noticed when his expression became shuttered, and she looked away.

"I do have friends at the school, you know. As well as the Sheriff's office," she replied. It didn't matter if he lied—her offer still stood, and she would always protect his secret.

Shifting a little, Clark regretted his implied accusation—he had been rude enough to her already. "I'm sorry. I just. It just means a lot to me that you would drive so far to check on me," he replied, shrugging and wincing at the movement.

"It was nothing." Leo began guiding him down the hall once more. "But I was worried." They paused for a moment as they neared the reception desk. "Chip and I broke up."

Clark stopped and turned to her. He tried very, very hard not to break out into a huge grin.

He didn't quite succeed.

"Oh. I'm...uh, I'm sorry," he sputtered.

"Liar." Leo replied, flashing a knowing smile, "I need to get back to the city to wrap something up. If you need anything, don't hesitate to call. All right?"

Clark nodded. "Yeah. Thanks, Leo."

"I'm glad you're okay," Leaning up to him, Leo kissed his cheek softly, before striding down the hall.

As Clark admired Leo's swaying hips, his cheek and male parts still tingling, a shrill voice snapped him from his reverie.

"What was she doing here?"

Clark's head snapped toward Lana, offering her a sheepish, apologetic look. "She just…she wanted to make sure I was all right."

Lana frowned but didn't reply.

* * *

Later that evening, Leo returned to the Metropolis office of Wolfram and Hart to confront the Shreks again. This time, however, a secretary immediately ushered her into a conference room to meet them. Leo tried to adopt her blank business expression, but she failed to contain the mischievous smirk that cracked over her face. 

"I got an urgent call you wanted to see me?" she greeted sweetly.

Max Shrek snarled, "What the hell did you do, Leo?"

"To what are you referring?"

"Cadmus Labs, it's worthless!"

"I know. Maybe you should have done your homework before acquiring it so recklessly. It seems you've exhausted your capital reserves and left yourself open to a hostile takeover."

When Max shifted his withering glare from Leo to his son, Chip paled as he nervously replied, "I-I read the report."

Leo arched an eyebrow knowingly. "You mean that little piece of fiction you stole off my computer?"

Max's complexion became a reddish-purple when he unloaded on his son, "YOU FUCKING MORON! WE'RE COMPLETELY RUINED!"

"That's what you get for trusting family. My father and I will be making an offer on your company in the morning. Good evening, gentlemen," Leo turning to leave the room. Just before she left, however, she offered over her shoulder, "By the way, you should call me later if you need a job. I could always use a couple of boys with your talents."

* * *

Several hours later, Leo was catching up on spreadsheets in her study when her phone interrupted. Briefly checking the caller id, she clicked the speaker phone on before continuing with her work. 

"Hi Dad. How's business?"

"Tomorrow's Planet is announcing our takeover of Shrek Inc."

"Did I warrant a mention?"

Her father chuckled. "Third paragraph. That's what happens when you trust your family, Leo. I'm proud of you."

"Thanks, Dad. That means a lot coming from you."

She tried to savor her father's praise, the approval she had always craved, but she couldn't.

She pitched her pump-and-dump stock scheme to her father almost as soon as she discovered Chip's perfidy. By luring the Shreks into overpaying for a worthless company, she had forced them to exhaust their capital reserves and set them up for a Luthorcorp takeover. After they acquired Shrek Inc, Leo proposed breaking up the company into smaller units to be sold off. The individual pieces, especially the prime real estate their stores occupied, were worth far more than the company as a whole—and, unlike Max Shrek, Lionel Luthor would have no compunction about razing those stores to the ground to line his own pockets.

The profit generated by the scheme might even be enough to buyout Luthorcorp's arch-rival, Hardwick Industries. Leo inwardly chuckled at that—even she wouldn't mind seeing the expression on Sir Harry's face, or that of his bitchy daughter Victoria.

Leo had hatched and orchestrated a brilliant corporate maneuver worthy of a Luthor—for which her father would garner all the credit, of course. In exchange, Leo received his praise.

And all it cost was the bargain price of several thousand jobs (which would be lost as a result of their corporate firesale of Shreks holdings) and Leo's self-respect.

It was a small price to pay.

It was business. Her father had fully endorsed her plan, even after he knew what she had been doing with Chip to sell the deception. Lionel tacitly accepted Leo's actions as the cost of doing business.

_So what does that make you, Dad?_

_And what does that make me?_


	12. Chapter 11

All previous disclaimers apply. All reviews welcome--good/bad, long/short, praise/flames, signed/unsigned

Spoiler : leach, nicodemus

**Chapter 11**

Reacquiring his powers from Eric Summers had been a harrowing experience, as any activity involving a green meteor rock and an electrical transformer would. Still, getting his powers back restored Clark's life to normal--or, at least, as close to normal as his life ever was.

The last twenty-four hours had been a blur for Clark. After school, he was walking through town to visit Lana at the Talon, when he saw his dad's truck tear down the street, nearly running over two pedestrians. He hurried after it, catching up to him when his dad parked outside the bank and climbed out, shotgun in hand. His dad's inexplicable behavior only peaked when Clark tried to take the gun from him, and it went off, the bullets driving into his chest. Luckily, no one had been around to see it happen. His dad had just stared at him in shock before collapsing.

Clark was at a total loss.

_What was going on?_

_------------------_

By this stage, Leo was past the point of venting her fury at Dr. Hamilton for allowing a contaminant from his damn meteor rock experiments loose on the environment. She was already in full-fledged damage control mode, having packed up one of his Nicodemus plant samples and shipped it to her research team at Cadmus Labs in Metropolis. Leo had hung on to the marginal medical research facility--even after her pump-and-dump stock scheme with the Shreks was concluded--because she recognized both the long-term potential and utility of having such a resource at her fingertips.

She just wished she wouldn't have needed such expertise so soon, or under such dire circumstances.

Late that afternoon at the Talon, Leo drummed her fingers on the tabletop as her head researcher, Dr. Wendy Fontaine, apprised her of the research team's progress in developing a cure for the toxin that had infected both Jonathan Kent and one of her employees.

"I want something better than progress. I was just at the hospital. They're getting worse."

As Leo digested Dr. Fontaine's response, a loud whistle broke her concentration.

"Listen up! We're closing early, so coffee's on the house. Drink up," Lana announced with a flourish—a very different Lana than Leo had ever encountered before, sporting a skin tight mini-skirt, thigh-high leather boots, and enough make-up to put any $20 dollar hooker to shame.

"I'll call back," Leo replied into her phone absently, before approaching Lana at the coffee bar. "Lana, the Talon closes at 9:00."

Lana coldly glared back at Leo, "Not today."

More firmly, Leo informed her, "You're not impressing anyone with the attitude, Lana. You're talking to someone who set the bar for adolescent rebellion."

"That's right. I hear you were quite the bad girl before you joined us here in Smallville," Lana sneered.

Leo pursed her lips. "It's nothing I'm proud of."

Lana snorted. "Oh, please! You breeze into town one day and start wiggling your bony ass at any guy with a pulse!" She then took another step closer to Leo, lowering her eyes momentarily to Leo's chest, before insolently sneering, "You'd think you could at least afford a better pair, with all your money."

Under different circumstances, comments like that would have treated the Talon's stunned patrons to quite the floor show. Instead, Leo's eyebrows knitted into a frown as realization dawned.

"Lana, where have you been in the last 24 hours?"

"It's none of your business!"

"This isn't you," the older woman insisted.

"Why? Because I'm not doing exactly as I'm told? 'Cause I'm not sitting in a corner, hiding in a book while you're drooling over Clark?" Lana hissed, almost backing Leo up a step, "For once, I'm not scared of life, and no one can handle it because you all prefer the insecure little girl. Well, I'm sick of her, and all her talk about her dead parents!"

With that, Lana snatched an empty mug from a nearby table and hurled it at Leo's head—Leo barely managed to duck in time before the mug shattered against the espresso machine behind her. Before the diving redhead could recover, Lana had rushed out, snatching the car keys Leo had left behind at her table on her way out.

By the time Leo recovered from that encounter, the roar of Leo's Ferrari resonated from the street into the coffee shop as Leo noticed that her car keys were missing.

_Terrific—this just got a lot more complicated._

_---------------------------_

Events were rapidly spinning out of control. Her infected employee had just died, Jonathan Kent's condition was rapidly deteriorating, and now Lana was infected.

Leo listened to Dr. Fontaine on her cell phone as she explained the difficulties they were having in studying the specimens that Leo had sent over earlier that day.

"After analyzing the sample you provided for us, we've already isolated the receptor compounds of the toxin."

"Bottom line it--how long until you can synthesize an antidote?" Leo demanded.

"That's...still difficult to determine," Dr. Fontaine hedged, "Unfortunately, without being able to study the effects on an actual human being, we're extremely limited. Testing with the rats will only take us so far..."

As Dr. Fontaine continued with her explanation, the gears in Leo's head continued to grind as she assessed the current state of affairs. So they believed that they _had_ isolated the problem. Now the trick was developing a cure.

While vehemently impatient, Leo knew her team was doing everything they could to find an antidote for the toxin emitted by the Nicodemus flower. There were two lives hanging in the balance--people Leo knew and cared about.

More importantly, they were people Clark cared about. If for no one else, Leo would find the answers for him.

She paced alongside the curb on Main Street, in front of the Talon, nodding occasionally as Dr. Fontaine spoke. She let Katie close the Talon after Lana's tantrum, due to the lack of employees able to handle the shifts. Better to have no service than bad service.

Leo wanted to go back to the hospital to sit with Clark and Mrs. Kent, but it would make keeping in touch with the team in Metropolis tricky. After seeing Clark's face at the hospital after he brought Lana in, standing there staring at his father as he lay in a coma, Leo knew she would do everything she could to keep him from ever knowing that she had had a hand in this.

Maybe she wasn't directly responsible, but she did provide Hamilton with his damn funding. She should have said something to Clark at the hospital, but the thought of disappointing Clark, of letting him down…she couldn't allow it. She still remembered their first conversation on the riverbank.

_Thank you, Clark Kent, for saving my life._

_-I'm sure you would have done the same._

She was awed by his faith in her, both then and now. She never wanted him to lose that faith in her, and she would do anything to preserve it.

Returning her attention to Dr. Fontaine, Leo listened as she was informed that they hoped to be close to a cure by morning. "Good," Leo replied with a nod, as she glanced over her shoulder to see Clark approaching.

She stared at him a moment, at the lines of tension and weariness etched into his youthful face.

_God, he doesn't deserve this._

Then, it struck her.

For the first time since she had known him, Clark did _not_ look happy to see her.

Cutting off Dr. Fontaine, she replied, "I'll call you back," before hanging up the phone. Slipping the phone into her purse, she informed him, "I just got off the phone with my team in Metropolis. They think they've isolated the problem."

Clark nodded a little and dropped his gaze, staring at the ground between them for a moment. Leo thought there was something significant in that, in his expression, but she couldn't pinpoint the thought. He lifted his gaze back to her.

"Does it have anything to do with the Nicodemus flower?" he demanded firmly.

Leo's face remained impassive, even as her gut lurched.

"Chloe told me that you checked the diary out of the library," he told her.

Leo steeled herself for the upcoming confrontation. "Yes, I did, Clark," she admitted.

"Why?" he demanded harshly.

"Because my property was built on the site of the original settlement," Leo lied smoothly, wondering when it had become such an easy thing to do to her friend, "I always thought it was an interesting story. When I heard about your dad's symptoms, I remembered it and tracked it down to see if it could be any help."

Leo kept her expression admirably neutral, desperately praying Clark bought this.

Instead, he frowned. "Why didn't you tell me about it?" he snapped.

_Goddamnit!_ He wasn't letting it go. Leo looked away, started walking toward the Talon. Perhaps they should go inside and share some coffee—she could still defuse this. "Clark, it was a crackpot story," she explained calmly. "I was grasping at straws."

"Do you know Dr. Stephen Hamilton?"

_Fuck._

_No, no, wait; he couldn't possibly link us together. _

Unfortunately, she had already hesitated a beat too long, when she replied over her shoulder, "Who's that?"

Clark grabbed her, wrenching her around roughly to face him. "DON'T LIE TO ME!" he roared.

Leo stared at his hand on her, surprised that he had exerted force against her, and felt a surge of resentment that he would even _consider_ doing so. "Clark, CALM DOWN," she commanded firmly, angrily whipping a fiery strand of hair from her eyes with her free hand, "I KNOW you're worried about your father, but I checked the book out of the library. That's it."

Clark released his grip, but he kept his glare as he crossed his arms over his chest.

His nostrils flared as he spat out, "You stood there in the hospital, just a few hours ago, Leo, and apologized to me. At the time, I thought you were doing it out of sympathy. Now, I'm not so sure. WHY were you apologizing, Leo? Why did you feel the need to do that? Guilt?"

In that moment, in his blue shirt, his red jacket fluttering, his legs planted, his arms crossed, his stern frown chiseled across his face—arose the emerging _man _within him.

Leo Luthor hated that man.

He reminded her of her father, with all his arrogant condescension and hypocrisy--always judging her, always criticizing her, always putting her down, always reminding her that she was never good enough.

Why was it okay for him to have secrets, for him to repeatedly lie to her, but when she needed to protect herself, suddenly a double-standard was imposed on her? She swallowed his lies of omission regularly. She even provided covert aid in covering for his lies, and he had the nerve to demand honesty from _her_!

Leo raised her chin defiantly and snapped, "I'm not responsible for what happened, but I am doing everything in my power to fix it! That's the truth, Clark."

And it was the truth. She wasn't responsible; she had only helped the process along. And now she was doing everything in her power to make it right again. Why couldn't he see that?

Several tense seconds passed.

Clark uncrossed his arms and jammed his hands into his pockets, his expression softening as he dropped his gaze to the sidewalk. As he raised his eyes back to Leo's, his warring emotions played out across his face. His jaw was clenched in hostile suspicion, but his eyes were filled with pleading supplication.

"I want to believe you, Leo," he rumbled.

She wanted to beg him to do so, to drop to her knees and grovel. Instead, she found herself masking her face and tone with an indifferent expression. "I can't make your decisions for you."

"I know," Clark impassively acknowledged, his eyes watching her. His features were now suddenly devoid of emotion.

Leo briefly wondered if he had learned that from her?

Finally, he grimaced as he said, "Let me know if you come up with anything."

"Of course," Leo replied, clenching her hands into fists in her own pockets. She didn't know what else there was she _could_ do. "I promise."

She remained standing there as she watched him stalk off, before she spun around and headed back to her car. Once she slipped inside, slamming the door behind her, Leo sat and stared ahead, her mind whirring with possible ways to make this right, to erase the distrust that had haunted Clark's face when he had looked at her.

There had to be a way. And she would go to any lengths to find it.

-------------------------

Leo stared numbly at the Kent family through the glass window of Mr. Kent's hospital room. Jonathan was sleeping peacefully, his condition stable after receiving the antidote she had her research team fly in not 3 hours ago.

Mrs. Kent had fallen asleep in the chair by the window, but the nurse had come by to wake her. She was now lying completely out-cold in the previously empty bed beside her husband.

Clark's tall frame was awkwardly folded in a chair, his head buried in his crossed arms at his father's bedside. The steady rise and fall of his back and shoulders indicated his peaceful slumber.

More than anything, Leo wanted to go in there and curl up next to him, to wrap her arms around his neck and snuggle in his lap, to draw comfort from his soft assurances in her ear that everything would be all right.

But she couldn't. Instead, she contented herself with standing vigil over him from afar.

As 4 a.m. rolled around, Leo herself was very close to joining their slumber. Her head was so foggy at this point—maybe from barely having slept in days, or maybe from the massive bruise on the back of her head, from when Clark had knocked her out before rescuing her from his drugged, gun-toting friend Pete.

Leo retreated from the window to plant herself in one of the cheap plastic chairs in the hallway, slouching with a sigh and rubbing the exhaustion from her eyes. Here she was, the glamorous billionaire heiress, the penultimate Metropolis "IT girl", in all her rumpled glory. Her stylish pumps were ruthlessly pinching her feet, her blouse hopelessly wrinkled, her hair slightly disheveled--not that she even cared at this point.

It had been a long few days.

The antidote Dr. Hamilton devised had been synthesized by her team in Metropolis in time to successfully treat Mr. Kent, Lana, and Pete. She had already packed away all of Dr. Hamilton's equipment and research, as well as that careless ass himself, and had them all shipped to Cadmus Labs to be kept under lock and key. Luckily, the plant had generated enough profits this quarter to cover the hush money she needed to circumvent any environmental investigations by the authorities.

And, most importantly, Clark remained blissfully ignorant of all these activities altogether.

Absently glancing down the hall, she noted that the door to Lana's room was still closed. Through the window in the door, it appeared that Whitney was still by her side. When Clark was sitting with Lana earlier, he and Clark sat together at her bedside. Their tones were quiet and conciliatory, asking after each other's fathers, commiserating over the fallen angel before them, the treasure they had nearly lost. Clark didn't object to Whitney's presence, observing an unspoken truce for Lana's sake. Apparently,Whitney was already here visiting his dad when Clark brought Lana in, and Whitney had hardly left her side since.

Leo momentarily wondered at that. She had always pegged him as the jealous, one-dimensional bully that tormented her beloved friend. Yet here he was, on the verge of losing his father, but still with enough strength and compassion to lend support to a girl that had dumped him months ago.

While she was impressed by Whitney's devotion, Leo once again reminded herself never to underestimate the formidable feminine wiles of Lana Lang.

Then, Leo silently reprimanded herself for being petty. Lana was a perfectly nice, sweet young woman who deserved every ounce of kindness and attention she received—she had done nothing to earn Leo's enmity.

Still, Leo couldn't help but wonder if she would ever receive such unconditional love—or if she even deserved such devotion at all.

"Lergh….Leo?" a groggy voice called, rousing her from her reverie.

As Clark stood before her, she looked up to his haggard face. A frown marred his gorgeous features, his sleep-encrusted eyes radiating concern. "Are you all right? What are you doing here?"

Smiling weakly, she replied, "Just following up on you and your dad. I understand that he and your friends are all stable and should pull through."

"Thanks to you," he beamed. Even at this ungodly hour, his mega-watt smile made her feel like she was better than she was, or could ever hope to be. It was a pitiful acknowledgment of the natural high his gratitude gave her, but all she could offer was a small shrug and a demure grin of her own.

Clark's wavering faith in her was restored, and all was right again in Leo Luthor's world.

"Buy you a cup of coffee?" he offered. Clark mentally kicked himself for such a lame line. He had originally woken up to get back to the farm and start on the chores that had gone neglected the past few days, but he couldn't just leave Leo slumped over in her chair like that—not after everything she had done for him and his loved ones.

While he was incredibly grateful to Leo for saving his dad, Lana, and Pete, he was also racked with guilt at the way he had treated her lately. That guilt just compounded the guilt Clark already had from always having to lie to Leo, even if it was for her protection.

It was an illusion he could not afford to give up.

Clueless as to how to make it up to her, he was determined to find a way. He needed to start somewhere.

"I'd love some," Leo acknowledged softly. After she rose from her seat, Leo followed Clark to the vending machines in the next hall. After procuring their coffee, they settled down in a couple of chairs in a vacant hallway, sitting beside each other.

Leo was actually anxious to abandon the sickly glare and antiseptic stench of the Smallville Medical Center for her warm, luxurious goose-feather bed, but spending time with Clark was worth the sacrifice. Her thoughts started drifting towards bed, warm comforter, soft pillows, the weight of Clark's body beside her, his bulging arms enveloping her, pulling her into his rock-hard chest…

"—please, Leo? I am so sorry; I don't know what I would do without you."

Blinking hard, Leo snapped herself from her reverie.

Luckily, after years of boarding school, cocktail parties, business meetings, and endless lectures from her father, she had long since mastered the art of feigning interest under any circumstance. Still, she had never tuned Clark out before…

She needed to get some sleep. Soon.

Tuning back into Clark, she tucked an errant strand of hair behind her ear as she flashed him a warm smile. Setting her styrofoam cup aside, she grabbed Clark's free hand in both of hers and squeezed.

"You'll always have me, Clark."

Clark beamed at her again, though she discerned something else from his expression…amusement?

"You weren't listening to half the stuff I just said, were you?"

Leo blushed lightly…wait, since when did she start doing _that_?

"My current attention deficit is nothing a couple hours of sleep won't cure—we aren't all farmers who wake up at dawn," she snarked.

Misinterpreting her light-hearted chagrin, Clark dropped his eyes like a spanked puppy and remarked guiltily, "I'm sorry. I-I didn't mean to keep you."

Shaking her head, she grinned, trying to alleviate his misplaced guilt with levity, "Don't get too cocky, Clark. You are aware that you're addressing the queen of the all-nighters."

His grinned lighted a little again at that remark…'_ahh, that's better,_' Leo thought to herself.

Clark quirked his eyebrow playfully, "Oh really?"

With widening eyes, she stated. "You don't want to challenge me, Clark. I am a Luthor. If someone says I can't do something, I can't resist the urge to show them up."

When Clark grinned quizzically at her, she tipped her head back and tried to dredge up a suitable memory to explain--or at least, a sanitized recollection she deemed appropriate for Clark's ears.

"Back in prep school, I joined the drama club after my father teased me about being a shy little bookworm—and I scored the lead. And there was the time I became Excelsior Academy's spelling champion, because he said I couldn't…"

She stopped herself abruptly, both _uncomfortable_ for revealing so much, and _ridiculous_ for revealing it so bitterly. She was getting too old to keep obsessing over her father like this. She was babbling about a contest where nine-year-olds ponder the correct spelling of "mosquito", using the same rueful tone most people reserved to describe failed marriages.

She really needed some sleep now.

If her best friend didn't already know how vain, spoiled, self-absorbed, and neurotic she was, he certainly did now. Even worse, Leo knew that these qualities were the very least of her flaws. She reluctantly started to meet his eyes again, embarrassed, expecting to encounter mocking derision, mixed with shock at her uncharacteristic whining.

Instead, she was shocked to see none of this in Clark.

She could tell, by his barely present smile, that he was trying valiantly to preserve a light mood.

Despite his friends' teasing, Clark wasn't _quite_ as emotionally oblivious as everyone believed. Sensing her emotional vulnerability, Clark guessed that Leo needed him to lighten the mood. In fact, whenever she slipped and said more than she meant to like that, he countered with a silly story of his own to put her at ease, like the time his prized calf ate a box of his crayons growing up, or something else equally absurd.

And every time he did, his eyes betrayed him a little more.

This time, however, Leo caught something from his expression. At first, she convinced herself it was only her wishful thinking, or severe sleep deprivation. But as they spoke, there was no denying that look in his eyes.

He wasn't just grateful. He wasn't just humoring her. He…loved her?

She viciously squelched the thought as quickly as it came up. No, she could deny it. And she would deny it. There's no such thing as confident, intense love like that. Not even for him, and most certainly not for her.

That kind of love required total honesty and disclosure, and she could never risk that with Clark. Leo was always vigilant to censor those elements of both the world and herself that she shared with Clark, only revealing what she deemed fit for his consumption. She had no desire to shatter his sweet innocence.

_No, that was a lie. _

She didn't keep her secrets to protect Clark--her motives were far more selfish. She kept her secrets to protect herself. In truth, she _wanted_ to be the superwoman she saw reflected in Clark's eyes, and she would do or say or conceal anything she had to so that Clark always, _always _looked at her that way.

And when he beamed his smile at her, Leo could almost pretend that she was the woman she saw reflected in his eyes.

It was an illusion she wasn't ready to give up.

But no illusion lasts forever.


	13. Chapter 12

**All previous disclaimers apply. **

**Author's Note:**

**Chapter amended for softening of language, correction of spelling, punctuation, sentence structure. Thanks SS4EVA!**

**Spoilers: tempest, vortex, red**

**Chapter 12--SEASON ONE FINALE**

It had been a long summer.

Working double shifts at the Talon, much of Lana's time was fully occupied. Not that she minded—she was saving up a lot of money, and she appreciated the distraction. While her break-up with Clark had been amicable, it was still painful.

Although she and Clark were still friends, the final straw had been when he abandoned her at the Spring Formal for Leo. Maybe she was being petty, and she honestly couldn't fault Clark for being concerned for her, but what did he think he could possibly do for her in the middle of a tornado?

She was sick of always coming in second to Leo--Clarkwas utterly incapable of taking off his Leo blinders—she deserved better. She wasn't blind. The chemistry between them was unmistakable. She envied their knowing glances, their easy banter, their intuitive understanding of each other. Though she knew Clark cared for her, he was always so guarded around her, never truly granting the same access he seemed to grant Leo. Lana coveted that emotional bond, and longed to forge that connection with someone herself.

Such longing might have motivated the rekindling of her relationship with Whitney. Ironically, they shared more meaningful conversations _after_ they had broken up than when they were together. Her anger over his cruel prank cooled with time. After losing his football scholarship and his father's prolonged illness and death, Whitney had matured into a completely different person. He became a better person and a good man.

She recalled the day he left to join the Marines with bittersweet fondness, the day before the Spring Formal. She waited in her Jeep to drive him to the bus depot as she watched Whitney share a last conversation with Clark. Though she couldn't hear what they were saying, their earnest expressions and solemn handshake betrayed a heavy dose of "you-better-treat-her-right-or-I'll-hunt-you-down" vibe that deeply touched her.

While such protectiveness was misplaced, it warmed her heart that she still meant so much to Whitney. And unlike Clark, he was leaving her for a higher, nobler purpose that she didn't resent. Although she worried for him constantly, she admired his bravery and his commitment to a higher purpose.

She just hoped he prized their correspondence as much as she did…

-------------------------

It had been a long summer.

Her father's bitter, recriminating look from his hospital bed still haunted her nightmares. She knew she deserved it, accepted it and had expected it from the moment she had hesitated to make what had been the biggest decision of her life. When the twister hit, and the collapsing ceiling beam had pinned her father down in the study…

Leo had considered _not _saving her father. Considered just letting him die.

And now, she would have to live with the guilt of that moment's hesitation forever. Would she have been better off if he had just died? Or was it best to suffer through whatever punishment her father meted out in retaliation?

_Come, you spirits that tend on mortal thoughts, unsex me here, and fill me, from the crown to the toe, top-full of direst cruelty…_

Lady Macbeth had let the darkness win, but Leo couldn't.

She knew that this wouldn't be forgotten. As much as she hoped that her father wouldn't remember—that he would wake up asking what had happened–she knew that had only been wishful thinking. Years of attempting to gain her father's love and approval--wasted, in one moment of indecision. The chasm between them had widened immeasurably, and Leo wondered to what lengths she would go to close it.

Or was it better to simply give up and move on?

No, she couldn't do that—she wasn't that strong or brave.

In the meantime, her father's injuries and resulting blindness had sparked an abortive coup attempt within Luthorcorp, and Leo had to step in to avert disaster. For all Dominic's legal maneuvering, Lionel's power of attorney clearly left Leo in charge of all his assets (including his controlling shares in Luthercorp) in the event of his sudden incapacity. Despite this, some of the board members and upper level management still doubted "the party girl's" capacity to steer the company during her father's temporary absence—a misconception she swiftly crushed.

However, as satisfying as that was, Leo found Metropolis grating to her nerves now. She missed Smallville; but mostly, she missed Clark. Just his presence was a soothing balm to her spirits. After weeks mired in boardroom back-stabbing, Leo knew the only thing that kept her from turning into her father's monster was one Clark Jerome Kent. Quite the monumental discovery…

God, she missed Clark.

As for Clark's dramatically miraculous rescue of her and her father from the collapsed ceiling of the study during the tornado, she didn't even bother asking him for explanations. He wouldn't give her the truth. Though a mysterious flying piece of debris had momentarily knocked her unconscious at the time (_how convenient_), she was fairly certain she knew how he did it anyway, even if she still had nagging questions. Besides, she was a practical woman, who had more immediate concerns demanding her attention.

Supervising the renovation of the mansion after the tornado, Leo ensured that work crews had cleared up and repaired the damage in mere weeks instead of months. Most importantly, however, her precious vault room—the remote, locked, windowless room in the east wing—was secure and never compromised. Given the importance of its contents—the preserved Porsche and related documentation of the crash, data on the Kents, and the mysterious octagonal disk Dr. Hamilton had uncovered and analyzed—remained undisturbed and intact.

Meanwhile, she also hammered out the final details of her employee buyout of the Plant and the launch of Leocorp. She had originally planned to launch next year, but her father's surprise closing of the plant forced her hand early. It was almost as if the shaggy bastard had timed the closing just to throw her off.

Still, with the employees' added support, combined with committing all the stock she inherited from her mother and draining her trust fund, she had just enough to complete the buyout _and_ purchase a majority stake in Cadmus Labs, which Luthorcorp bean counters had rashly written off as a money-loser and practically given away.

By late September, 4-month-old Leocorp was successfully launched and operating in the black. Both Leocorp Fertilizer Plant #1 and Cadmus Labs were generating sustainable (if modest) profit margins, while even the Talon was managing to at least break even.

Not that she minded the frenzy. It distracted her from the uncomfortable personal dilemma she faced, now that Lana and Clark were broken up. She wasn't purposefully avoiding Clark that summer—launching her company and managing the biggest gamble of her life had demanded obscenely long hours on a regular basis during this initial phase. The livelihood of an entire community rested on her shoulders alone. Thousands of people—husbands and wives with bills, mortgages, and children to support—were depending on her efforts.

But as the young business matriarch of Smallville fought to preserve her newborn company and the community she financially married herself into, rationality warred with desire as her heart deliberated on love of a different sort…

------------------------

It had been a long summer.

Clark spent the summer toiling on the Kent Farm, his days full. Luckily, the wind damage from the tornado was minimal—the house and all the major farm structures were sound, a testament to the sturdy workmanship that generations of Kents had lavished on the farm. The storm cellar had safely sheltered his parents and the ship without incident. However, even without major repairs, summer was a very busy season on the farm. And due to the risk of discovery, Clark had to perform his chores at normal speed in daylight hours, confining his use of them to pre-dawn and late evening hours only. This precaution added hours to his chores.

Not that he minded the labor. His friends were all scattered with their own pursuits—Leo with starting her company, Chloe with interning at the Daily Planet, Pete with working at the Mayor's office. He was also still licking his wounds from his break up with Lana. Though Clark didn't know much about women or relationships, when your girlfriend suggests she "just wants to be friends", he knew that wasn't a positive sign.

Still, he was grateful that he had her friendship—he did value it highly. But it hurt to think that he wasn't good enough for her to love. All she ever wanted was for him to confide in her, and could he blame her? How could he explain that he couldn't open up to her, that he could never open up to anyone! Especially not to her--how do you explain to the girl you've pined for since childhood that your very existence was responsible for killing her parents?

If she was really happier without him, then maybe staying away was the right thing to do. Still, he couldn't help wondering how long it would be until hanging out with her again didn't feel weird…

-----------------------------

Leo frowned as she crouched at the file cabinet behind her desk in her office at the Plant. Normally, she preferred to work as often as possible at the mansion, but she had recently been kicked out of the study - her study – by her blinded, convalescing father. The man hadn't been satisfied with just adding some equipment; he had rearranged the entire room, converted her pool table into a work station, moved the desk in front of the fireplace (a dumb position if anyone asked her, which no one did), and removed all her hand-picked rugs and furniture.

And that was just the study.

Chased from her own home, she was now a refugee in her last private sanctuary, her office at the Plant. Unlike her father's minimalistic office decor, which was designed to intimidate visitors with cold shades of blacks and grays, Leo's office was designed to humble visitors by its sheer opulence. The luxurious enclave of her Plant office contrasted sharply with the drab, gray environs of the rest of the plant. Her refuge was carpeted wall-to-wall in a thick, red pad into which a person's feet virtually melted--Leo herself occasionally luxuriated in removing her shoes and sinking her toes into the butter-soft material. It was furnished with mahogany leather chairs, lavish leather couches, and an enormous redwood desk where she worked.

Hearing the office door open and shut behind her, Leo tensed a little. Sylvia hadn't announced them, and there were only a select few people who had permission to enter her office unannounced. Bracing for her father's invasion of her last remaining sanctuary, overwhelming relief filled her when Clark's voice rang out:

"I swung by the mansion to shoot some pool earlier, but it looks like that establishment's been closed."

Leo smiled. Just hearing his voice did that to her. "My father's presence has required certain sacrifices," she answered, her back still to him, as she sifted through her files.

"Why don't you just throw him out?"

"Clark, it's not like the thought hasn't occurred," Leo replied, turning around to face him. "But… "

Her voice trailed off, staring as her face was level to his leather-bound crotch.

_What the hell?_

Clark's familiar flannel and jeans were replaced by a black cashmere three-quarter length Hugo Boss coat, skin-tight black t-shirt, and…black leather pants? She swallowed hard, her eyes lingering over the bulge in those pants, a little too long, before she quickly lifted her eyes up to his as she stood back up.

"His. his blindness changes the. situation," she stammered, body tensing now for very different reasons, as he drew up beside her behind the desk.

Hungrily gazing at her like a starved lion approaching a wounded gazelle, he caressed a lock of her hair from her cheek and tucked it behind her ear. "Just because your father has a problem, doesn't mean he needs to ruin your life," he rumbled.

Leo's mouth went dry. Her brow furrowed and her mouth twitching, Leo asked, "Clark, what's going on?"

Stepping into her personal space, his leg brushed against hers as he backed her against the desk. His hands settled on either side of her as he leaned in, his mouth hovering over hers. A hand slid up her arm, the fingers caressing. His mouth curved to a predatory smile, tracing her jaw with the pad of his thumb, he quipped, "Can't a guy just visit his friends?"

The man bore no resemblance to her sweet farm boy. While Clark was polite and unassuming, this man exuded arrogance and utter confidence. Savoring the tingling warmth seeping from his touch, Leo finally replied, "Uhh. You seem different. For you, I mean."

"It's the new me," he responded, his voice an octave lower. He leaned closer, his other hand smoothing up the material of her arm again. "I thought it was time for a change." He reached out to wrap a hand around the back of her neck and pulled her towards him.

Leo abruptly threw up both hands and planted them firmly in his chest to halt her progress, Leo's eyes widened to saucers. She'd never heard Clark's voice sound like that. It was deeper than usual, like a strong wind, or the low rumble of thunder.

"Clark, what the hell are you doing?"

"I just realized how much time I've wasted," he said with a shrug, and leaned forward again, lips lightly brushing her temple, tongue tracing the curve of her ear. "All this time," he murmured huskily, his breath tickling her neck, "why didn't I ever appreciate you."

She blinked and shivered, her mouth suddenly dry. He was saying everything she'd secretly fantasized of hearing, but he wasn't her Clark! Klaxons went off in her brain as his hand drifted down to her hip, pulling her against him.

_Oh no_. "Clark! Where have you been in the past 24 hours?" She pressed her hand against his forehead, trying to see if he had a fever. She was sure her hazmat crews had eradicated the last of the Nicodemus plants in Smallville. If she was right, she would need to rush the antidote from Metropolis as soon as…

He cut off her thoughts with crashing lips, as he consumed her mouth in a ferocious kiss. As his tongue plundered her mouth, Leo forgot about everything but the man who was pressing her onto the desk, moving his hips into hers, one hand tangled in her hair, the other beneath her blouse, flat against her back, stroking, caressing. When he finally moved his mouth away from hers, traveling over her cheek, down to her neck, she gasped for air, her hands clutching his shoulders for purchase. She blinked, trying to remember what she had been thinking, but then her earlobe was in his mouth, and he was sucking!

Leo's breath hitched at the contact, and Clark took advantage of the small gasp, his tongue pressing inside, meeting her own, stroking against her palate. She attempted to match his movements, to follow his lead. He tasted like mint, and chocolate, and some other flavor that she attributed solely to him.

Clark's lips were warmer than she remembered. But this kiss was nothing like that sweet, innocent gesture by the fire at Thanksgiving. Before, he treated her with delicacy she had never experienced and a reverence she didn't deserve. That kiss was a soft, affectionate caress that promised warmth, comfort, security…

_And absolutely nothing like this._ This one was hard, fast, totally consuming her mouth…and she loved every moment of it. This time, there was no shame, no guilt for corrupting his unsullied innocence. His rough, groping hands demanded entry, probing for access. This kiss was crude, harsh, unforgiving, brutal—and _exactly _what she deserved.

Her hands curled into his coat and t-shirt, and she was tempted to just rip them off as she swabbed his mouth with her tongue. His mouth slanted against hers again, his tongue sliding across her lips -- velvet smooth and warm.

Leo's senses were whirling. His hands and mouth were everywhere, and she couldn't keep up. Super speed? Her blouse had come undone, exposing her bra - _how the hell had that happened?_ His mouth was on her collarbone, teeth grazing lightly, tongue following. Her legs felt weak, and the fluttering in her stomach had dropped lower. She was warm all over, aching, just like she felt after those far-too-realistic fantasies she indulged in the privacy of her warm bath.

One hand moved to her hip, where it moved in circular motions; the other brushed against the underside of her bra, cupping her breast. She could feel the heat of his palm through the material, and suddenly she was lying back across her enormous redwood desk, and his mouth was between her breasts, where he kissed her skin.

"Claaaark," she moaned.

"Shhhhh."

His thumb moved over her breast, teasing the nipple through the lace until it hardened into a tight bud. Leo gasped, eyes widening in surprise. She had never imagined anyone of his inexperience… each swipe of his tongue, the greedy suckling of her skin that drew guttural moans from her throat that made no sense whatsoever and..._and where the fuck had he learned to do this so well?_

Not that she cared at the moment, her last coherent thought skewered by his tongue, stroking over hers, filling her completely. His fingers continued caressing her breasts, flicking over the nipple through the bra until Leo could think of nothing, other than ripping off the damn lace and having his mouth around them…

And then his hand moved between her legs, and she froze, her eyes flying open. His glazed, smoky eyes only met hers briefly, before he shut his again and smothered her lips with his own, his fingers exploring, nudging aside her thong and moving through the curls in slow circles, trailing against the cleft, before pushing deeper. Stroking boldly, back and forth...taking his time, taking what he wanted...

Clark just marveled at the wet, warm, sloshy sensation of her mouth and the folds between her legs. It was like warm slippery jello, curling and pulsing against his fingertips. Leo moaned and writhed beneath his touch, completely at his mercy, her stifled whimpers feeding the bulge straining his pants, and Clark savored the power of imposing himself on the vision of perfection melting beneath him.

Fueled by lust and resentment, he thought bitterly of all the other guys who wore Leo on their arms in the society pages--all the other men who'd seen her, touched her, known shades of her that he never got to see. Well, he was going to see it now, take her and make her _his_, if only for this moment...

Leo writhed in glorious agony on her desk, sprawled half-naked across her desk, in her office, in the middle of the day, her secretary not fifteen feet from the door, his fingers massaging her, moving upwards, flicking against her clitoris as she bucked wildly at the contact, the pressure increasing. The scent from this alien stranger engulfed her – cologne and leather and everything else that was about as far away from her beloved farm boy than she could possibly imagine, her eyelids fluttered closed in anticipation as the warmth of him washed over her and god but she was close. Almost….

Her hips instinctively moved into his touch, knowing that Clark would save her, her hero would release her. She knew he would, as he rubbed her burning, swollen flesh harder…

"Oh god...Oh, Unnhn...OH GOD!" Leo gulped in a large breath as tiny tremors rumbled through her. She wanted more, as the burning, aching need grew. Her hips lifted more insistently into his hand, biting through her lip, suppressing her desperate groaning. Digging her fingers into the back of his coat, Leo's head slammed backwards into the desk as an explosion rocketed through her, a pent-up release that consumed her, body and soul. She cried out as her hips bucked one last time, vibrating beneath his fingers, her blood pulsing, heart racing, mind buzzing…

Her office intercom was buzzing.

"_Miss Luthor, your 12:30 conference call is in 5 minutes_," the monotone intercom voice reminded.

Leo briefly considered just canceling the damn call, clearing her afternoon, and just letting Clark fuck her senseless…

_NO, damnit_.

Something was seriously wrong—and she needed to find out what it was, before she destroyed the purest relationship with a man she had ever had. Besides, that was her biggest client on the phone, and she couldn't afford to alienate any business contacts while she was still getting her enterprise off the ground--there was too much at stake. Grunting in frustration, she clumsily slammed the intercom button and shakily responded, "Thank you Sylvia."

Summoning all of her Luthor will, she bucked away from Clark, sliding her skirt down, tearing herself from his grip, straightening herself up again.

His cheeks flushed and eyes shining, Clark frowned, growling, "What's wrong?"

Leo suppressed an eager shudder, and trying to force a business-like façade onto her flushed face. Looking up at him beneath heavily lidded eyelashes, she huskily reprimanded, "Some of us still have to work, Clark." Then, quirking her eyebrow, she asked, her voice still breathy, "Come to think of it, why aren't you in school right now?"

_School. Oh god_. The shame of what she had just allowed to happen was starting to hit…

Clark returned a leering smirk as he brushed a strand of hair from her cheek. "High school is supposed to be fun. Sitting around in boring classes is not fun." Sliding one hand around her waist, his other hand traced along her cheek, thumb brushing over her lower lip, stroking the supple skin, offering her a taste of herself. His hot breath wafted against her cheek as he murmured, "I hear there's this hot new spot, a few miles outside of town. I thought I'd check it out with my favorite girl tonight."

Swallowing hard, trying to ignore her hardened nipples and the residual aching moisture between her legs, Leo wrested herself from him and stopped several steps away, knees still trembling slightly, meeting his smoky eyes and blurted out, "I have to work late tonight." _And figure out what the fuck is going on here. _"M-maybe we should…"

She was about to shoot him down again._ Well, two can play at that game._

"I need to borrow the Ferrari," he interrupted with a hungry smirk, licking his lips as he watched her. _Mmmh, cherry lip gloss_. "I want to take Lana out tonight, and I want to rock her world."

An icy bomb exploded in Leo's gut, nearly crumpling her to the carpet. Tears sprung as she choked back the bile in her throat, staring at him as Clark just looked back innocently.

"YOU BASTARD!" she shouted...and did something that she'd never thought she'd do---she slapped him. It seemed to be the day for surprises, and this one had the same effect on Clark. His smug expression disappeared and was replaced by a momentary look of hurt shock. His hand went to his cheek and touched it delicately, still staring at her. "YOU RAT FUCKING BASTARD!" she shrieked angrily, "Who the hell do you think you are, and what the fuck do you think you're doing! Oh god..."

"I've heard that a lot from you today," Clark observed. Still stinging from her casual dismissal of him for Chip, part of him savored the payback.

Leo's cheeks burned with humiliation and embarrassment, struggling to regain control, contorting her face back to neutrality by sheer force of will, suppressing the familiar stinging in her eyes.

"I hadn't realized the two of you reconciled."

"Things change."

"I don't think she'd appreciate your performance with me just now," she replied, still grasping for her bearings.

"She never has to know," he remark, eyes twinkling mishieviously, "You are my best friend. Friends are supposed to do favors for each other, right?"

Leo swallowed hard at the innuendo. Sure, she'd had plenty of fuck buddies in the past, but hearing that suggestion from Clark was just _wrong_.

"Lana's never struck me as the type of girl to be impressed by a flashy car," her face and voice aping cool detachment, pretending to ignore his last comment. Bested by Lana again, Leo refused to allow any hint of jealousy to leak out. To allow another outburst would acknowledge her vulnerability to him, and there was no way in hell she would ever let him wield that kind of control over her.

No man had ever controlled her, and no man ever would--not her father, not even Clark.

His lips quirked up at her response. "Fast cars, fancy clothes, and lots of money always seem to get the guys you've been with _everything _they want."

Leo winced as if she'd been slapped. But the hurt quickly flashed to anger again—that arrogant son of a bitch! In a completely alien pose, he was leaning casually against her desk, devilishly smirking, devouring her with his gaze. Leo couldn't decide if she wanted to slap him again or suck him off.

She was leaning toward the latter.

Still forcing a neutral expression, she crossly grinded out, "I don't know. It's a very expensive piece of machinery. Difficult to handle."

Clark held his smirk at her reply. "Well, it's not like I'm going to…drive it off a bridge."

Leo glared at the tactless remark, ready to lash back. Sensing her displeasure, Clark softened his smile and stepped closer, moist fingers reaching out to caress her cheek, as he adopted that puppy-dog expression, melting her resolve. "Look, all you have to do is ask yourself…who's more responsible than Clark Kent?"

----------------------------------------------------

After Leo had her hand iced and wrapped from striking Clark, she struggled through her conference call and limped through her afternoon. Refusing to leave her office, a mountain of tissues and ding dong wrappers threatened to overwhelm her small wastebasket.

She shouldn't be hurt by this--his behavior just conformed to what she expected from the male species. But then, Clark was different. He was the standard against which she measured the other men in her life, the shining example that made them all look wanting.

But the way he lead her on, the way he cast her aside afterwards...

After he had unwrapped her, after seeing what she had to offer him, had he finally found her out? That was Leo's single greatest fear--that Clark might really look one day and discover the ugliness she concealed. She lived in constant terror that he'd see her for the creature she really was, that she was far different than what she appeared to be.

Well, speaking as the monster, she knew that Clark wasn't. Not him--the world might be awash with evil, hurtful people, but that would never be him. He would never fling her emotions around so casually, never treat her so callously...

_Something_ was wrong.

And it was up to her to determine what that was.

Whatever was wrong, he had saved her so many times, in more ways than he knew--she owed it to him to rescue him from whatever was wrong.

_But what the hell was going on with him?_

Studying her profile in her compact, she carefully fixed her hair and concealed the puffiness around her eyes and nose as she determined her next course of action.

Asking Clark was out. Even if he were in his right mind, he wouldn't tell her anything. Besides, if she saw him again anytime soon, she'd kick him in the nuts with a meteor-toed boot--while the thought was satisfying, it wasn't terribly productive. She briefly considered approaching his parents, but ruled that out as well. While they were finally speaking to her civilly, they weren't nearly ready to confide anything important to her.

Asking Lana was out too—even if she were inclined to talk, approaching her would just be awkward…for reasons Leo would explore when she had less pressing matters. Considering Pete's violent reaction to the Nicodemus incident, coupled with the Ross family's hatred for all things Luthor, she doubted he would be any more approachable.

That left but one remaining source.

-------------------------

Leo entered the office of the Torch, where Chloe was seated behind her desk, examining a large rock. While Leo had no idea where to begin searching for clues regarding Clark's outlandish behavior, she decided the best place to start was with his plucky reporter friend and the town purveyor of all things strange and unexplained. If she couldn't glean any useful information from Chloe, Leo was uncertain what her next step would be.

Glancing up to see Leo, Chloe's expression lit up with surprise as she greeted, "Ms. Luth...Leo? This is unexpected. What are you doing here?"

"I was actually dropping by to find Clark," Leo lied smoothly, "I had an extra pair of skybox tickets for the next Sharks home game, and I thought he and his dad might enjoy them."

"He hasn't been in the office all day." Chloe replied.

"I guess I'll just drop them off at his house then," Leo replied casually. Probing subtlely, she nodded towards Chloe's computer. "So, hard at work I see."

Chloe's face lit up with glee. "Oh, just my latest headline! As it turns out, our new El Cheapo class rings are, in fact, fake!"

"Sounds interesting," Leo nodded with a faint smile, trying to feign interest. She hadn't come here to make small talk. Deciding to adopt a more direct approach, Leo inquired, "Chloe, have you noticed anything different about Clark lately?"

At that question, Chloe's eyebrows flew up, and she came out from behind her desk. "More than usual?"

Leo warned herself to tread carefully—while Chloe was young, she was still a reporter and very sharp. "I ran into him earlier today. He just…didn't seem like himself. With his break up with Lana, I've noticed certain…behavior that has me concerned."

A frown knitted Chloe's brow. "What kind of behavior?"

Leo nearly pulled a muscle trying to keep her expression neutral.

"The kind of behavior that have his parents calling me," Leo replied, as Chloe set the rock down beside her on the desk, "They seemed very worried, like…like they believe he's on drugs or something," Leo confided, hoping to attract a nibble on this bait.

Chloe grinned incredulously. "Clark would have to be on drugs to be on drugs," she replied, eyeing Leo as she picked up the rock and fingered it absently. "Uh, just be careful with that." She reached out and snatched the rock back from Leo.

Leo glanced at the object in annoyance, frowning a little. "What is that anyway?"

"My exposé," she replied as she walked back behind her desk and held out the hand on which she was wearing her class ring. "See this lovely $350 piece of school spirit?"

Leo looked down at the gaudy ring and nodded.

"It's a rip-off," Chloe told her bluntly. "The jewelry company was substituting worthless meteor rocks for rubies to save money."

Leo shook her head. That was impossible. "Ms. Sullivan, the stone on that ring is red," she pointed out. "The meteor rocks are green."

"Not the load they found near Hobbes Pond." She held the rock back out to Leo, smiling smugly at her distinguished visitor. Her finger tapped against the glitter of red near the usual green. "Note, the red vein."

Taking the rock from her hand, Leo studied it carefully, a frown creasing her brow.

"You can read all about it on page one of tomorrow's Torch."

Leo continued to study the rock, barely listening to Chloe's comment. She'd seen the effect of the green meteor rocks on Clark and how sick and weak they made him. But Leo's investigations had never uncovered anything about red meteor rocks. If no one knew about them, then maybe that included the Kents as well. Her frown deepened as understanding dawned.

She recalled Clark's behavior earlier—his clothes, his words, his actions. He was nothing like the shy, bashful farm boy she knew and loved. She hadn't noticed him wearing a ring—then again, her attention had been diverted to other things at the time. If the green meteor rocks affected him physically, than perhaps the red rocks affected him emotionally? It was the best explanation she could come up with.

Smiling faintly at Chloe, Leo replied, "Well, I look forward to reading the article. If you see Clark, let him know I was looking for him."

---------------------

As she gunned her Lamborghini toward the Kent Farm, Leo's brain whirred with equal intensity as she determined her next course of action.

Assuming it was the class ring that caused Clark's behavior, she was fairly certain that the Kent's knew nothing about the red meteor rock. Otherwise, she doubted Clark would have voluntarily gone near it if he had known. She couldn't just approach Clark about it directly—if he was under the influence, there was no telling how he would react in his altered mental state.

Should she just come out and tell his parents about it? It would certainly be the most direct way to enlist their aid in helping Clark. Unfortunately, that would also lead to an uncomfortable conversation about how she had come to acquire such deep insight into Clark's vulnerabilities in the first place. That was something she preferred to avoid, if possible.

She didn't want to have that conversation with his parents first—she wanted to have it with _Clark_ first. Yes, she supposed he was entitled to privacy, although she didn't grant that right to many people. But in this instance...when it came right down to it, she realized, she wanted _him_ to tell her.

She didn't want to pry this out of him, whatever it was. She wanted him to trust her enough to share it with her. Being locked out of an important part of his life was a painful barrier. It would be hard to have a relationship – any kind of meaningful relationship--unless that barrier was removed. It was hard enough for her to trust anyone, without also being aware that she was not trusted in return.

With a slight sense of shame, she also realized that the vulnerability of his secret made her feel much less vulnerable herself. She had always been so focused on what _she_ stood to lose, that she hadn't previously considered what Clark might stand to lose. With her knowledge, she had the power to destroy his life and family.

Somehow, that balance of risks was comforting to her.

Pulling up beside the white picket fence, Leo turned off the ignition, swung the strap of her purse over her shoulder and climbed out. She glanced toward the barn for a moment, wondering if she shouldn't check there first, before changing her mind and heading straight for the back door that led to the kitchen. Knocking on the screen door, she peered inside to see Clark's parents standing in the kitchen, a heavy silence hanging between them.

Apparently, they too had had a run-in with Clark's newfound attitude.

"Mr. and Mrs. Kent?"

Martha looked in her direction. "Ahh, Leo! Please, come in."

Pushing the door open, she strolled inside, approaching the kitchen island where the elder Kent's stood. Not bothering with niceties, Mr. Kent gruffly said, "Look, Leo, Clark isn't here right now, but we'll tell him you stopped by."

Leo quickly schooled her features to a calm mask, inwardly bristling at his attempted brush off. "Oh, I appreciate that Mr. Kent. I just dropped by to let him know that I planned to look into Ms. Sullivan's investigation into the class ring scandal. I know how much he's always helped her with all her investigations into the meteor rocks. I just wanted to keep him in the loop as to what I've found."

Noting the look of alarm crossing their faces, Leo knew that the seed she planted would sprout successfully. "Anyway, thanks for passing on the message." Nodding toward them, Leo turned and began to leave.

_Three... two... one..._

"Uhh, just out of curiosity…what have you found?" Mr. Kent called out behind her. Leo turned to face him, biting the inside of her cheek to contain her triumphant smirk.

Maybe she should have felt guilty about her amusement at Mr. Kent's anguished face, but she couldn't help relishing the fact she had _him_ begging for information on Clark for a change.

_Welcome to my world, you sanctimonious prick._

"It turns out, that the ring company substituted a previously unknown vein of red meteor rock for rubies in the class rings. These red meteor rocks probably came down in the same meteor shower as the green ones. Ms. Sullivan was planning to drum up publicity for a recall. Anyway, I have to be running along. Have a good evening."

---------------------------

Peeling out of the Kent's drive, Leo was confidant she had accomplished her goal and that the Kents would connect the dots. Leo just hoped they could rectify the situation and get that damn rock away from Clark.

Deep down, she didn't want to do it herself. It would forever rob her of the opportunity to hear Clark share the truth with her voluntarily, and that was a satisfaction she wasn't ready to give up on yet.

Still, she needed a Plan B contingency, just in case the Kents failed. Before heading back to the mansion, she swung by Carleton's Gorge, which Hamilton's research indicated as containing one of the highest concentrations of meteor rocks in the county.

-------------------------------

After tearing up the bar earlier that night, Clark was surprised to learn how easy it was to make people fear and respect him. He was starting to understand why Leo and Lionel got such a rush off asserting their authority. He'd never felt more powerful than when people backed away from him in fear, realizing how much better he was than them. Over the course of the evening, he had lost track of Lana; but on the plus side, he did pick up Jessie, in her knee-high boots and skirt, her hair all done up. After hooking up with her at the bar, even Jessie treated him with awe after watching him throw around some of those drunken idiots. At least someone seemed to understand him.

But while making out with Jessie was fun, she was no Lana...and definitely no comparison to Leo. As the evening wore on, the more Clark realized he didn't want anyone else as much as her. After having pursued Lana for so long, he wasn't sure why he hadn't pursued Leo before. She was kind of old, but undeniably hot. While he'd had his pick of ladies tonight, none of them had really interested him. They were too ugly, too fat, too skinny, too dumb, or too Smallville. He wanted Leo. And whether or not Leo would ever admit it, he knew she wanted him too. He could take her away from this dusty town, protect her, shower her with jewels, love her better than any man ever could.

An hour after leaving the bar, he and Jessie wound up parked in a wheat field, just outside of Smallville. Clark was lying back in the grass, absently running his fingers through Jessie's strawberry blonde hair as she lay perpendicular to him, her head resting in his lap. He didn't give a damn about cops following them—there was nothing they could do to stop him anyway.

He just wished it was a different girl's head in his lap, engaged in more rigorous activity than staring at the sky. Still, Jessie did have a great ass, and, if her brassiere was any indication, some juicy ripe tits, too.

"Do you want to go somewhere else?" Clark asked, fingers now trailing over Jessie's jaw line.

Jessie shrugged, shifting a little beneath his touch. "I don't know. It's quiet here."

Clark chuckled. "No. I don't mean this field. I mean leave Smallville. Leave Kansas. Start new lives, without rules or limits." He propped himself up on his elbows and leaned over Jessie, their eyes meeting. "I'll take care of you. I can give you the world. "

Frowning, Jessie remained silent before asking softly, "How?"

Clark just grinned.

------------------------------

Leo absently fingered the small ornate box containing her contingency plan as she lounged at the desk in her study (more her father's study now) with her laptop, awaiting Clark's arrival. Whether or not Clark's parents were able to get that ring away from him, he would be coming by to visit soon.

If they succeeded, Clark would be falling all over himself with apologies and ridiculous excuses.

If they failed...well, he would be dropping by for something else.

Leo was just glad her father was scheduled to spend the day in Metropolis—one less obstacle she had to contend with. She had also ordered away the entire household staff for the day as well--in his current state, Clark could be dangerous.

While she was confident she was prepared, her mind still wrestled with the substance of her plan. If the meteor rocks were responsible for Clark's incredible strength and speed, why was he so severely allergic to them? From the medical records she had acquired from Belle Reeve, Leo knew that none of the others affected by the meteors shared that vulnerability.

She also wondered how Clark had gotten injured several months ago, when his ribs had been hurt, and he was in the hospital. Perhaps that was the effects of the meteor rocks again. Maybe prolonged exposure temporarily robbed him of his abilities.

The longer she considered it, though, the less likely the meteor mutant theory seemed to her. Clark's fantastic strength and speed, his mysterious appearance out of nowhere the day of the meteor shower, and Leo's recovery of the octagonal disk (of completely alien origin) were pointing to another hypothesis altogether. Could he be…

She snorted to herself. The idea was totally ludicrous. No one was sweeter, more normal, more human than Clark. Still, as the great fictional detective once observed, once you eliminate the impossible, whatever remains, no matter how improbable, had to be the truth…

Leo broke from her reverie as striding footsteps echoed down the hall and burst through the doors of the study, attired in a completely uncharacteristic Armani suit and open-necked maroon dress shirt.

"If it's all right with you, I'm going to keep the Ferrari a little bit longer. I'll send it back when I get myself set up."

"Whoa, whoa, whoa, slow down." Leo frowned as she watched him. "Clark, what's going on?"

Moving over to the leather sofa beside Leo, Clark flopped heavily onto it, sighing in relaxation as he kicked his feet up on the opposite arm and folded his hands in a pillow behind his head, "I left home."

"What happened? Was it a fight with your folks?"

Clark rolled his eyes and glanced back at her. "My parents don't understand me. Truth is, there's nothing left for me here in Smallville."

Leo noticed the red glimmer of the ring on his finger as he replied. _Damnit! The Kents had failed._

"Not even me?" Leo inquired evenly. She was stalling now—she didn't want to do this to Clark, but she no longer had a choice.

"What _about_ you?" he sneered, "You'd rather spend all your time at the Plant, playing with bullshit. Look, you're the one always telling me I need to find my destiny. Well, one thing's for sure, it's not here in Kansas!"

"So, you're just going to pack your stuff and you're off," Leo commented, shutting her laptop and grabbing the small box.

_Bitch._ Where the hell did she get off getting all high and mighty with him? Especially when she spent all her free time rolling around with those stuffy corporate losers she always dated. Didn't she realize he was a hundred times the man than all of those cocky assholes put together? Apparently, Leo Luthor didn't know a real man when she saw one. Maybe if he banged her until dawn, rammed his cock down her throat, maybe then she'd get it...

Eyeing her intently, Clark finally remarked, "You have no idea what I'm capable of."

Turning to look at him, returning the intent gaze, Leo replied, "Really. Why don't you fill me in?"

Clark momentarily eyed his class ring, recalling his parent's warning about the ring earlier that afternoon. It was weird, that all this power and freedom came from such a little thing. "Let's just say, that when I'm through, showing the world what I can do, I'll have everything I've ever wanted. I may be even richer than you."

"Maybe you're right to get away from your folks," Leo remarked behind him. "Maybe I should do the same."

At her words, Clark quirked an eyebrow and turned back to her as he stood back up to face her. She was moving toward him with that slinky little walk that made him want to throw her down to the floor and fuck her brains out.

"If my father wants the mansion so badly," she continued as she glided in front of him. "He can have it. I never wanted to live in Smallville anyway."

A devilish smile broke out across Clark's face, his eyes darkening with lust. He suddenly had visions of traveling the world with Leo and Jessie on each arm…visions of naked Leo and Jessie, wrapped up in a Clark sandwich. "You can come with me."

Leo returned his leering smile. "Nobody's using the penthouse in Metropolis. We can stay there."

"Clark Kent and Leo Luthor. I like the sound of that." Clark smirked.

_Oh shit. Something was wrong._

Leo was no more than three paces from Clark, and he was still smiling, with no signs of weakening at all. She didn't understand—the tiny fragment from Lana's necklace had him doubled over from twice this distance before.

His gaze momentarily narrowed at the small box in her hand. He shot a wary look at Leo. "What's up with the box?"

Leo's gut lurched, even as she kept her calm smile frozen in place. Had he smoked out her plan? And why the fuck wasn't it working?

Leo kept her coy smile pasted on, stalling until she could determine her next move. "My mother bought it in a casbah in Morocco. Some little guy told her it once belonged to Nefertiti. A lie, of course, but it was the perfect fantasy for a little girl with an overactive imagination. In fact, it's what started my fascination with Egypt."

Clark narrowed his gaze at the box again, looking increasingly agitated. "Yeah, great. What's it made out of, anyway?"

"Lead…"

_Lead….lead! Yes, of course! That had to be it! If lead was commonly used to block radiation…_

"What's in there, anyway?" he inquired as he sidled up next to her.

Realizing she would have only one chance at this, Leo forced herself to calm down and widened her fake grin. "Mmmmh, a naughty little surprise you're going to enjoy…if you're a good boy."

Between the effects of the red meteor rock, his memory of the previous afternoon, his raging hormones, and the rush of blood to his cock, Clark mistook the grin for a leer, licking his lips. "Oh, I've been very good…and I'll be the best you've ever had."

Leo shot him an impish grin as she fingered the collar of her blouse, sliding a few steps away, just to stay out of his immediate reach, when she purred, "Well, then, here it comes…"

When she flipped open the box, Clark collapsed, falling forward on his hands, hunched over from the searing pain and overwhelming nausea, attempting to fight it, gasping desperately.

"I'm sorry," Leo offered softly.

Looking up at her, pure rage overcame him, almost overriding the blinding pain. That goddamned bitch! She betrayed him! He should've known he could never trust that lying slut! She just wanted to take the ring away, get her eunuch farm boy back, the one that cowered in the corner while she let every slimy, rich loser who walked by slide his dick inside her. Without the ring, he'd be the same gutless worm who groveled for any pitiful attention she gave him.

His jaw clenched and nostrils flaring, he roared, "You fucking whore!" He stumbling forward as he grimaced threateningly, babbling. "You spend half your time, fucking all those other guys…wave around what you know you'll never give me…who'd want you, anyway.."

Leo winced at his semi-coherent ranting, clutching the open container, but keeping her distance, lest Clark surge forward to slap it away. She steeled herself beneath his crude tirade, failing to completely suppress the tear that suddenly rolled down her cheek, drawn from both the pain she was inflicting on Clark, and the truth of his angry words.

After a final clumsy lunge which Leo easily dodged, Clark collapsed to the floor of the study, dripping with perspiration, the rage that had fueled him finally spent…

--------------------

To be continued……


	14. Chapter 13

**All previous disclaimers apply. My homage to deanine's "mere mortals" contained at the end—fans of that fic will recognize the line when they see it!**

**Author's Note:**

**Please forgive the abrupt ending to the chapter—it started running really long, and I needed to cut it off somewhere. And to all of you who took the time to review: THANK YOU--it really keeps me motivated to keep going!**

**Chapter 13—Season Two Kickoff**

Bathed in a sickly green glow, Clark was lying prone on the ground, writhing in agony, gasping for breath.

He dropped by to see her almost every day. Despite the secrets between them, it didn't hamper the equally unspoken sympathy and understanding they shared.

It was relief beyond measure whenever he came to visit her.

She was certain he did it on purpose. He cared about her, believed in what she could become. He reminded her of the decency and compassion she had…that she didn't even know she still had. The happiest year of her life since her mother died had been spent in this small town in rural Kansas.

She didn't know if this could last. People never stayed in her life. She had learned not to trust, not to let them in. But with him…maybe she could drop her defenses. If she gave him everything, her life, her heart, her soul, he would never betray her.

She knelt down to him, ran her hand down his pale cheek, pulled the cursed ring from his finger, and placed it in the lead container before snapping it shut.

_I love you Clark._

She set the box aside, cradling his head in her lap, stroking his forehead. She firmly reminded herself that he would recover momentarily, at least if his previous exposure to the green meteor rocks were any indication. She gently cooed reassuring nonsense as she silently willed Clark to recover quickly...

As his physical pain receded, the shame and guilt rushed over him. When his eyes met Leo's, his skin paled as his face contorted in horror.

_What have I done? _

Looking down at him with love and concern was a flame-haired goddess, the most beautiful woman he'd ever met, his best friend…

He practically raped her! He barged into her office, held her down, violated her, humiliated her. And now _she_ was cradling _him_? He didn't deserve to live. He didn't deserve her friendship, her concern, her amazingly soft hands fluttering over his skin…

Leo raised her hand to run lovingly down his cheek, but retracted it quickly when Clark jerked his face away, lines of revulsion mutilating his angelic visage as he scurried away from her to the farthest corner of the room.

Leo's face darkened as she lowered her head. She didn't want Clark to see how much his reaction had hurt her, even though she knew he could.

_Does he hate me now? Is he afraid of me?_

Then, in the smallest voice she had ever heard him use, he whispered, "I'm sorry. I am so sorry."

Leo raised her head again to regard Clark with a puzzled look. Her breath caught when she saw the tortured lines of guilt scarring his gorgeous face.

"Clark! You have nothing to apologize for. You were drugged—it. It wasn't you."

"But I attacked you! What I did, what I said…"

Shaking her head, she cut him off, asserting, "Clark, I'm fine! I gathered that youwere under the influence of something. It wasn't your fault!"

If anyone understood doing stupid things when you were high as a kite, it was Leo. Besides, even though she knew it was wrong, Leo hadn't regretted what they shared one bit.

"But, but…h-how did you know? I mean, about the meteor rocks?"

To that, Leo's empathy and compassion flashed to anger and resentment. She had just saved his ass, and he _still_ didn't trust her? What the fuck did she have to do to prove herself!

Eyes narrowed, she snapped, "Don't turn this around on me! By the way, I don't suppose _you_ would have any explanations for me, _do you_!"

Clark raised his gaze to her quickly, watching as a sharp, painful smile flitted across her face.

As she rose to her feet, she crossed her arms and cocked an eyebrow. "Or maybe you were hoping I wouldn't ask for one?"

"I…" Clark began, and trailed off before swallowing hard, unable to meet her eyes. "No. I mean, I owe you one. An explanation."

Leo nodded, waiting.

Except Clark grew silent again and didn't continue. A lame excuse wasn't going to get him out of this—and he had no desire to give one.

He wanted to come clean; he wanted to tell her the truth. All of it. Maybe it was selfish, but he didn't want to be alone with this anymore.

He just…didn't know where to start—there was a LOT to tell. Across from him, Leo frowned as his silence stretched across the moments. Her shoulders sagged as her eyes sank to the floor, the tears welling up anew.

"I guess not," she sighed resignedly, "Your parents are probably worried. You should go home, Clark."

"No!" He looked up quickly, immediately raising his eyes to look at her, stepping towards her. "I mean. It's hard." His voice softened, and he stared down at his shoes. "I don't even know how to say I'm sorry to you, Leo, for the stuff I said, the things I did..."

"An explanation would be a start."

Her eyes stared at him imploringly, silently begging him to tell her the truth. He was her hero, her own knight in shining armor—he wouldn't let her down, he would tell her, he would trust her, he would want her…

Clark drifted closer to her, still not daring to touch her, completely unsure as to how or where to begin.

Swallowing hard, he started by softly inquiring, "How did…how long have you known, about the rocks...I mean..."

And her Clark-pedestal came crashing down.

Leo wanted to scream. She wanted to crack open the lead container and bash his beautiful, innocent, angelic face with a meteor rock until it was as bloody and broken and fractured and fucked up as she felt right now. She had given him ample opportunity to explain, had come out and asked outright, practically begged him for answers, and he had the nerve to answer her question with a question!

"HOW LONG! HOW LONG!" she shrieked, her face now the same flaming shade as her hair as she glared at Clark. He barely suppressed a wince, backing up a step from the fiery corona of Leo's wrath.

_Oh fuck this!_

"CLARK! I knew within _a week_ of meeting you that you weren't normal, maybe not even human!"

The words hung in the air for several seconds as Clark went pale.

_Not even human._

Her exact words.

_Not even human._

They seared Clark with pain that dwarfed anything the meteor rocks could do.

_Not even human._

Beyond her anger, he saw it—her disgust, her lips that snarled into a sneer.

_Not even human._

Could he blame her? He lied to her, betrayed her, sexually assaulted her. He lied to himself when he thought of his abilities as gifts—he didn't deserve those gifts, and he didn't deserve her. All he ever brought was danger and misery to everyone he met…

"…not even human!"

For a moment, Leo momentarily suspended her anger, struck dumb by the sheer humanity of his reaction. She hadn't realized that it was possible for Clark to lose blood flow to his extremities, except when he was around the meteor rocks. Those super tough blood vessels apparently reacted just like a normal human's under emotional stress…

_Not even human._

Then it hit her. The force of those words. The hurt in his eyes.

Leo wanted to snatch them back the second she realized it. She frantically wanted to assure him that she didn't mean it--he was not a "what" or a "thing". Unique, intriguing, amazing, wonderful—but never, _NEVER_ a thing. Not to her--never to her. But his stiffening posture told her it was too late, and the damage was done.

Leo looked into his face in time to watch it crumble. His expression froze into a pale blankness, only his eyes betraying how badly she'd just hurt him. Then his eyes, too, iced over, hiding every trace of emotion, burying the joyful farm boy she'd always known.

So what if he lied to her? All men seemed genetically incapable of telling the truth anyway. He was still the most ridiculously wonderful man she had ever met--and he was looking at her right now as if she'd just broken his heart. Her own heart shattered as she realized she couldn't bring herself to say anything to fix this…

Clark was poised to run. To run away from the pain, the loneliness, the responsibility—but Leo's face was so twisted, the lines on her face seared her alabaster skin with hurt and sadness, emotions he was certain he caused. Leo's tortured figure versus the enticing doorway, the exit that could lead him out of this whole mess…

He couldn't leave.

Not when she just stood there--frozen, miserable, alone…

Clark made his decision.

He took his first steps towards her, away from the shelter of childhood and toward his future.

It would be the first of many choices he would make in his life, choices that would ripple with far greater impact than he realized at the time. Something stirred within him. He wanted to hold her, to protect her, to do anything to push the pain away…

He wanted to be her hero.

Approaching her tentatively, raising his hand to stroke her cheek, he softly murmured, "Are you all right?"

Leo unconsciously leaned into his touch. There was no taint of sexual desire or wanton lust—just comfort. Comfort and concern and the purest sense of love she could imagine. Such pure affection was something she had very little of in her life, and she wasn't about to refuse it. Not when he genuinely cared, when he refused to abandon her, like everyone else had.

"No," she murmured, lifting her eyes to look up at Clark. Emerald skies meeting blue waters, melting into each other on the horizon of her watery smile.

She found herself drowning in the utter marvel that were Clark Kent's eyes. Warmth and honesty and mind-numbingly pure innocence shone in their depths, drawing her in.

She couldn't help it. She wanted this so much. She'd never held back in her life, but now all she could do was hold back. Even when all she wanted to do was nestle in his arms and feel like she was special, to sink her fingers into the dark mane of his hair as she pulled him in for a kiss - a kiss that couldn't be allowed to happen.

This wasn't the first time she felt that need, and it wasn't going to be the last—but she couldn't do this to him…

Even as familiar arms enfolded her into an awkward hug, Leo still fought their pull, tried to evade her fate. It was a pathetic attempt at best. It was too strong - her craving for this - the silent unending thirst for _this_ and only _this,_ far too strong to escape. Leo hung there, trapped, _caged_ against a body that felt like paradise.

As Clark held her close, rubbing his cheek against her hair, she felt her breath catch and fought the surge of hope that followed. This didn't mean anything. It was a touch, nothing more. A simple touch, innocent and affectionate, just what she expected from Clark. She'd seen Martha hold Clark like this a number of times.

But his arms remained. The cheek against her hair rubbed again, and Leo's knees buckled from the biting rush of _need_ that rose, along with the arms she wound around Clark's back. Normally not a weak woman, Leo struggled to stay upright but _God, it felt so good_. Would it hurt if she gave in for a minute? Simply close her eyes and let Clark's incredible strength hold them up?

Leo wanted this more than she'd wanted anything in her life.

When Clark pulled back and studied her face for a minute, Leo's eyes remained open. Clark lowered his head to brush her lips, and Leo eagerly accepted his physical expression of sympathy.

There was no looking away from this, no passing it off for anything else when the heat of the moment was gone. This bore no resemblance to the blind, brutal groping in her office yesterday. His achingly warm mouth pressed against her own, the familiar, gentle feel of it by her fireside still remembered from months ago. Different this time - no chill in the air – no aftertaste of Martha Kent's turkey and stuffing and pecan pie. All there was now was pure Clark.

More open and honest than he had ever been.

Opening her mouth, Leo invited him in, and Clark didn't hesitate. He kissed Leo thoroughly, exploring with a lot more confidence than he had the first time they kissed, but far gentler than the last. The shape was different, the taste complex - coffee, sharp and bitter, followed by something sweet... orange juice; then, something dark, unidentifiable. Clark chased that, the essence of Leo. Followed it past lips and teeth, pursued it into liquid depths that welcomed anything she was willing to give.

He knew he shouldn't be drawing comparisons, but Clark couldn't help it. Kissing Lana was like discovery, tingly and a little breathless. Kissing Leo was like sex, or what he imagined sex to be like. Strong and harsh, lean body tight against his own and hands in places he'd never thought to feel hands. Clark knew this wasn't right, that Leo was his best friend and he shouldn't be having naked thoughts about her at a time like this, but that was something else he couldn't help.

Not when her hands fluttered to his ass, pulling him in even tighter. The same hands following the curve of his spine, rising until her fingers combed through his thick curls with a sense of purpose Clark barely understood. For his own part, he cradled the back of Leo's head, marveling at the silky softness of her wavy hair. Soft and warm, like the inside of a kitten's ears...

They held onto each other, neither ready to let the other go until oxygen ran out. Even then, Leo didn't want to let him go. She didn't want the moment to end. She wanted to hold onto him forever.

Their mouths finally broke apart, air rushing into starved lungs as Leo gasped for breath. Black spots faded slowly from her line of sight while she gripped Clark's shoulders, trying to steady herself. Her knees were about to go. Definitely about to give out on her, and she didn't give a damn.

He was sixteen now—that wasn't _so_ bad.

_Fuck the law_. Leo never really liked "rules" anyway…

Clark's arms slid around her waist as he felt her knees give out. He held her up, knowing there would be questions to answer and issues to address later, and not caring.

"My bedroom's upstairs," her voice trembled. Soft words, spoken with more hope than command. Leo clung to him, hoping she'd said the right thing. That she wasn't pushing too much, but…

She wanted him.

She wanted to make him a part of her, to claim this beautiful creature and make him her own.

Her large, comfortable bed with fog-soft sheets had room enough for whatever was going to happen next. A perfect setting for his first time—certainly better than fumbling around in a cramped back seat or a dusty hayloft. Plus, there were the lubricants and toys she kept in the nightstand—no need for the condoms; she was already on the pill, and her virginal farm boy posed no threat of disease.

Leo would have been a hypocrite to expect Clark to follow laws that she herself had broken years ago, when she was much younger than Clark. But she had to make sure this was what he wanted. She looked up at him, her expression gentle and inviting, saying softly, "I'd never push you into anything, Clark."

She was trying desperately not to plead with him. Sure, it would work, but she refused to do it. She didn't know what she would do if Clark decided he wasn't ready...

"I want to come with you."

No examining motives here, no second guessing his decision. Clark knew it went against what his parents had taught him about intimacy. But it felt right. He wanted to be with her, and she wanted to be with him. He didn't have to feel alone anymore. They had each other…

For Leo—relief first. Instantaneous and overwhelming, followed quickly by the realization she had been holding her breath.

_Perhaps this was what Christmas morning giddiness was supposed to feel like._

And if she survived the fury of the Kents, the best she could hope for was a jail cell with a view, if this ever got out…

_This was a bad idea. _

Ready to call the whole thing off, Leo felt Clark clasp her hands with a gentle squeeze. With a small gesture and the radiance of Clark's engaging smile, she pushed all her doubts aside.

She'd deal with consequences later. Much later.

"You need to show me the way, Leo. I've never been to your bedroom," Clark shyly reminded, his cheeks ablaze. He watched as Leo's mouth opened and then shut. Her ever-present walls were down. Clark could see every uncertainty, even fear as Leo worked through them. It was nice to know that he wasn't the only nervous one. After a moment, Leo nodded in agreement and took his hand, leading him up to her bedroom.

Clark followed along quietly. He wasn't sure what to say, and he still wasn't entirely convinced this wasn't a dream—or maybe a residual hangover from the red meteor rock. It was more than he'd ever dreamed of, and it was happening so _fast_. But he honestly couldn't bring himself to be bothered by that right now…

---------------------------------------

Luthors were prone to ostentatious displays. Leo had claimed the grand master suite as her own. Hence, the eight-foot tall double doors of solid walnut oak that marked the entrance to her private retreat. Leo let go of his hand, silently praying that he wouldn't come to his senses and leave while she opened the doors. She loved his kindness and his generosity and his innocence... even though that innocence was about to be a thing of the past.

This was enough for now. Someday, someday very soon, he'd share the rest of himself with her…hopefully. She knew he still kept secrets, secrets he was not ready to share with her yet…secrets he might never be willing to share.

And she didn't care. For now, she wanted him, needed him…secrets and all. She could live with them for now. She would offer herself to him, prove herself, give him the best of herself. Maybe then, she could make him trust her.

_Maybe then, I could make him love me. _

The room she led Clark to was special. When she entertained past lovers, she had never taken any of them into her private sleeping quarters. When Chip slept over, she always guided him to one of the many guest rooms—but never, _ever_, to her private chambers. Leo only shared her private suite with those she trusted.

Clark was the room's first visitor.

As Clark took several cautious steps past the threshold, he looked around in awe. The entire downstairs of his house could easily fit into this room. It was... impressive. Details started to creep in, once Clark adjusted to the sheer amount of open space. Important details, like the fireplace that ran the length of one entire wall, and the biggest bed Clark had ever seen dominated the opposite wall. You could fit half the cheerleading squad on there and still have room!

Clark hoped he wasn't gaping as he stared at it. It had a canopy overhead, with wooden posts climbed toward the ceiling, hand-carved and more intricate than anything Clark had even seen. The bed was covered by a shimmering blue-green bedspread--if Clark had taken a moment, he might have recognized it as the _exact_ color of his own eyes, which was _not_ a coincidence.

"Just how many people can fit on that thing?" Although he was wearing a jacket and shirt, he was invulnerable to heat, so why did he suddenly feel so hot? It was late September, and it wasn't humid. He shouldn't be this warm. The only thing Clark could think to do to cool down was strip off his jacket and shirt, which he did while Leo looked over at the bed.

"On it? Probably fifteen. In it - five or six, I think. I haven't really... " Her words trailed off as Leo turned back to look at Clark and found herself mesmerized by Clark's bare chest. Leo had always admired Chip's physique, but his body had nothing on Clark's. While Clark's body wasn't as bulky as Chip's, his leaner frame was a portrait of masculine beauty in her eyes. Broad shoulders, bulging biceps, and six-pack of ab muscles; Clark's body encapsulated the perfect fusion of athletic grace with beefy brawn.

Approaching Clark, Leo rested her hands on his hips, splaying them across his sides, before sliding them over the front of his body. Her fingertips mapped the contours of each muscle beneath Clark's soft skin as she felt his muscles jump under her hands. Clark's eyes closed in appreciation of Leo's touch, his pants tightening as he caressed her arms and back, just admiring her body's contours.

Leo planted a trail of soft, wet kisses on Clark's body, starting on his shoulder, in the juncture between his throat and chest, and languidly working down to his right nipple. Reaching her destination, she rolled the hard nub between her teeth, rolling it under her tongue. She felt Clark tense, gasping, "Oh God... Yessss..."

Pleased that Clark's nipples were sensitive, or at least the right one was, Leo tested that theory on the left—earning herself another pleasurable groan from Clark. Leo planted her hands on his chest and gently pushed him onto the bed, before Leo backed away to undress in front of him.

Clark's gaze never left Leo. He was hopelessly captivated and incapable of speech when Leo dropped her blouse to the floor. Clark's mouth opened, his tongue touching his lower lip when she unhooked her bra and slid it down her arms. Having X-ray vision didn't prepare him for the actuality of bare breasts! Clark just stared in awe and wonder.

_Pete's stack of Playboys had nothing on this! _

Despite her experience, Leo still blushed slightly as he watched her undress. She toed off her shoes, revealing surprisingly dainty feet with lilac-painted toenails. She stopped and moved closer to him again. It was taking her longer than she thought to adjust to the reality of him watching her.

As she drifted into his reach, she murmured, "You can touch me... anywhere you like." She took another step closer and slid her hands over Clark's chest as she straddled him on the bed. This time, it was her fingers that found his nipples, and she teased them again. She rolled the nubs of flesh under her fingertips and lightly scraped her nails over them. Leo watched and waited for Clark to accept her invitation.

Clark's head nodded as his eyes widened, Leo's hand creeping inside his pants and under his boxers. Warm fingertips grazed the head of his cock, sliding through the slickness there. "_Clark_... Uncut?" The astonished question was met by another nod. Clark was long past the verbal stage. Besides, if he tried to talk right now, he'd screw this up anyway.

Clark drew in a startled breath when Leo bit him. Right behind his ear, and in an incredibly tender spot. Bullets couldn't even hurt him anymore, but that single scrape of teeth made his whole body go rigid. Another bite, and Leo's hand was holding him in a steady grip... stroking.

By some miracle, Clark remained conscious of his inhuman strength. As gently as he could, Clark cupped her breasts with his hands. He never realized how big his hands were until now. One hand easily covered half her chest, and when she pressed up into his palms, he bit back another moan. Touching a woman's naked breasts--this was definitely not something he thought he would be doing when he woke up this morning.

Noticing that Clark was still unable to speak, she favored Clark a look that held amusement, affection, and a bit of gentle protectiveness. His expression and stunned silence was rather adorable, though determining what he liked might become a bit of a guessing game.

Soon, the sensations of their contact overwhelmed her, and she surrendered to it. And it felt good to do it. To let go and just _feel_ for a little while. Even if it was too soon to risk her heart, even though she knew this could only end badly... she didn't care. She couldn't make herself care. It had been so long since she'd felt this good about anything, and now that she was feeling this way, she could only follow where it led…

Somewhere in the middle of their kissing, Clark's roaming hands crept up to cover her breasts again. Hoping he was doing this right, he weighed them in his palms, simply enjoying the feel of something he'd only dreamt about. When their mouths parted, he looked down, and then back up at Leo's face. Words finally passed his lips as he asked, "Can I?"

When Leo nodded, she groaned when Clark leaned forward, his eyes closing as he nuzzled her breast, slowly taking a nipple into his mouth, his velvety tongue swirling over the hardened bud. Leo's hands lifted to cradle Clark against her chest. Her fingers slid through his hair as she held him, and she moaned when he flicked her nipple with his tongue. He had such a talented tongue, but he still had that aura of gentle innocence and supreme trust. It was more trust than he had ever given her, and more trust than she had ever received from anyone. Leo swore that, no matter what, Clark would still have that trust in her tomorrow.

_His _first time would not be the nightmare that hers had been...

Banishing her darker memories, Leo refocused her attention on the here and now. Her hands slid to rub Clark's shoulders and back, tracing idle patterns with her fingertips and nails. Clark rewarded her with a contented growl, moving in even closer, smiling around his mouthful. She observed his action through hooded eyes, savoring one of the most erotic things she'd ever experienced--not so much for the act itself, but because Clark's innocence never faded.

He looked like an untouched angel, even with his face pressed into her chest. Cream gave way to rose and coral, the colors blending into sound and motion. Scores of Renaissance masters never captured anything so sacred or so sweetly profane. Leo idly wondered if Clark would continue to remain so untainted, even after making love.

Somehow, she thought Clark just might.

Using her feet, Leo lifted her hips off the bed to slide her skirt down. A moment later, she straightened her legs again, so the heavy fabric slid off easily. Both her slip and thong came off together, and she blushed, just a little, over being completely naked while straddling atop his half-dressed form.

She held still to let him look.

She wanted him to look at her, and hopefully admire her, but her insecurity reared again. Chained to her desk for too many hours for too many months, she was painfully aware of her body's every flaw. Even at peak physical condition, she knew her body wasn't in the same league as Clark's physical perfection. She was too world-weary, too jaded, too damaged - even if most of that damage was on the inside rather than the outside, she knew it changed how she looked. It would be nice if he liked what he saw, but she didn't expect it…

"Leo... don't. You're shutting me out again. I _hate_ that."

His tone was gentle, even indulgent, but underneath lurked a hint of steel, a portent of the man Clark would become.

Which was enough to set off her Luthorian alarm bells.

_Since when does Clark order me around? _

Ready with the verbal ammunition to cut him back down to size, Leo began to focus a glare at him…but the words never left her mouth as she caught the look in Clark's eyes. Determined and a little frightened, there was genuine affection and...

_Oh Christ. _

There was love in Clark's eyes. Or something very close to it. Which she'd never dared expected to see.

Smiling, tears of joy sliding down her cheeks, Leo devoured his mouth and tongue, pressing him down onto the bed. She only broke contact with his mouth long enough to strip off his pants and boxers, to caress his bulging cock—his lower half was as pristine and perfect as the rest of him!

Looking down, Clark found Leo curling up between his legs, laying her head against his stomach, reaching out with her fingers, running the tips down his shaft. Clark whimpered again. That small, desperate sound echoed in the silence as he felt Leo's smooth cheek press against his cock, and a warm sucking kiss on his stomach left him tense and trembling. "Oh God..."

Leo smirked wickedly as she turned a little more, one leg sliding in between Clark's feet, flush with a powerful thigh. Opening her mouth and taking Clark's cock into her hand, Leo toyed with the head. She licked it, and pushed the foreskin back until the glistening crown was free. "Mmmmm..." she purred.

That hum Leo made, when she took the whole head of his cock into her warm mouth, unraveled Clark. The tension slipped away in the overwhelming flood of warm, moist sensation. He was still in stunned mode. Leo's mouth was _right there,_ and it felt incredible. To distract himself from accidently hurting her, he dug his fingers into the comforter, shredding the material, exercising every ounce of self-control to protect his lover from harm...

The first thing Leo noticed was that Clark tasted _different._

Leo had plenty of experience at this, probably more than Clark would care to know, with a series of men and not a few women. But he tasted like none of the others. The customary musk wasn't there. He tasted clean and fresh... like the sherbet she'd sampled in Florence, made from the purest snow from the Italian Alps. A hint of lemon and a dash of something tangy--Leo suspected she could become addicted to this. Easily.

She was drooling now, unable to stop that reaction as she took Clark even further in. Her beloved boy shivered and moaned and bucked gently, more gently than Leo would have imagined.

_I'm good at this, damn it. _Clark should have been trying to shove his cock all the way in by now. There should be babbling and thrusting and moaning, but Clark was being too quiet, moving only a little with each stroke. If he was making any sound, Leo couldn't hear it.

_A challenge. _

The gauntlet had been thrown, and Leo had never backed away from a challenge in her life. Mouth soft as she could make it, Leo took a deep breath and applied herself to driving Clark out of his mind...

So many questions, she still had so many questions about him. His strength, his speed, his _stamina_ –in her experience, first time blow-jobs were quick affairs, but Clark showed no signs of that happening any time soon. Leo settled in for the duration. Clark Kent was a mystery Leo ached to unlock.

_A mystery that could wait._ Every question Leo had disappeared as she took Clark deeper and deeper. Though not the largest she had seen, that beautiful cock was almost too much for her to get down, too long and too thick, and Leo had to employ every relaxation technique she knew. But finally, she had it all the way in, her eyes closed. There had to be a blissful expression on her face, because that was how she felt. Blissful and barely able to breathe and why the fuck did she have to breathe when she could have _this?_

When Leo's nose butted against his hip, Clark shuddered. It was all Clark could do to keep from ramming all the way in. But the thought of breaking Leo's jaw or crushing her skull kept Clark in check. He lifted his head, panting and shaking. His best friend, the most beautiful woman he had ever met, was now crouched naked on top of him, slurping loudly as she dined on him like her favorite snow cone, his cock in her mouth, her flaming red hair tickling his thighs as she bobbed over him.

This was crazy! This wasn't the way his parents raised him! But from the first touch of her mouth, he had been lost. No...earlier than that. Maybe this was an alien thing. Maybe he'd hit puberty, or come into season, or something like that. Heck, he didn't even know what planet he came from, let alone anything about this.

Clark peeped down from underneath his dark curtain of lashes. Growing up on the farm, he was familiar with the cycle of life and raising animals. But it was one thing to breed livestock--and this was totally different! Being able to touch and to taste and to breath in sweet vanilla, mixed with something else... something uniquely Leo. He wasn't sure if it was too soon to ask if he could touch her in other places, to please her as much as she did him, to touch her and find out if she was as excited by all this as he was...

And he was excited, really excited. Clark felt dizzy and off-balance. It was a good thing that Leo didn't keep any other meteor rocks around, because that's the only other time he felt like this—weak, vulnerable, powerless. Only, there was no pain. No pain at all, other than the white heat pooling in his groin, his balls tightening.

"Leo... uhhh... Do that agai... Oh... uhhn..." His eyes closed for a minute, squirming his hips. Slowly gliding in and out…a wet, warm, awkward sensation that melted into fire. The liquid flames that engulfed him, coursing through him, past his cock, down his legs, into his toes..._behind his eyes_.

Molten lava popped his eye sockets, a jet of searing heat ejaculating from his gaze.

His instincts were the only thing that saved Leo. Clark turned away, just before the fire from his eyes erupted into a path of flaming destruction, the air in front of his gaze shimmering with intense heat. His heat vision poured out unabated for several seconds, splattering the unfortunate wall that he painted with his gaze. After his release, he blinking past the lingering soreness of his eyes, confronted by the wall of flames where his eyes had ignited Leo's dresser…

_To be continued…_


	15. Chapter 14

All previous disclaimers apply. To all those who have reviewed, you have my gratitude--thank you!

Author's Note:

Special shout out to my lovely new beta, SS4EVA, SakuraSyaoran4EVA. Your support is just incredible!

There actually is another section to this part, but this seemed like a natural stopping point for this chapter.

**Chapter 14**

_Voomp!_

The hot whoosh of the inferno snapped Leo away from the throes of her ecstasy, moisture and shock dripping from her stunned expression. Her skin heated by the resulting flames, she glanced over at Clark's dazed expression.

_What the fuck just happened?_

"Clark, we've got to put this out," Leo said to her speechless lover. As shocked as she was by this, she was still worried about him. He seemed totally stunned. She had to snap him out of it. Throwing on her silk robe and tying it on, she barked, "COME ON CLARK! I can't do this without you."

Snapping out of his trance, he yanked the bedspread and proceeded to smother the fire. While he didn't need to ruin her $1200 bedding material to do this, his instincts to conceal his abilities automatically dictated his reaction — even though he knew he had just completely blown his cover.

As the realization that he was completely naked hit him, new flames warmed his cheeks when he realized he was completely naked!

He scrambled to throw on his boxers and gathered up his discarded clothing in his arms, bashfully clutching them to his chest, his eyes darting quickly to hers before averting them again, scared of harming her, desperate to get away...

Leo recognized his panicked expression immediately. She flashed back to that night in the field, when she cut him down from the scarecrow cross over a year ago. In a flash of speed that would almost make even Clark proud, she immediately grasped his arm. Super powers or not, there was no way in hell he was running away this time — not without a full explanation.

"Clark! What - what just happened? That fire!" Leo grabbed Clark's head and pulled him around to face her, shouting, "What's going on!"

_I swear to God, if he tries to feed me some lame excuse about faulty wiring..._

"I…I don't…I have to go…"

"THE HELL YOU ARE!"

Noting the pallor of his skin and the bugged-out eyes, Leo quickly forced herself to calm down. Yelling at him and making him feel worse wasn't going to help matters.

_So much for making his first time magical and non-traumatic. _

It certainly was memorable.

Clark still couldn't meet her eyes, his lips quivering. "I…I could've killed you. If anything happened to you…"

Still grasping his head in both hands, she asserted, trying to keep calm, "Like I said before, _I'm fine_. You didn't hurt me. I can help you get through this, but you have to tell me what's going on." Her statement would have been more convincing without the slight tremble of her fingers.

Clark's knees buckled as he sagged down onto them, clutching his bundled clothes like a safety blanket, his head nodding forward onto his chest as he hid his face in shame at the tears that threatened—no way he would let Leo see him break down like this, but he couldn't help it. "You - you don't understand…"

"Then MAKE me understand — you have to _talk_ to me Clark." She struggled to convey to him just how much she cared. "You're not alone in this."

_So this was a manifestation of his powers_—and apparently, a breakdown of some sort that he was totally unprepared to cope with properly. While she was uncertain as to the mechanics of Clark's fire-starter episode, Leo was pretty sure she knew what the trigger was. If her hypothesis was correct, it would also explain why this had probably never happened to Clark before, and why it had come as such a huge surprise to him.

Leo knelt down in front of Clark, softly cupping his chin and lifting his face until she was staring into his eyes. Her heart broke as she choked on the lump in her throat — looking into his brilliant jade eyes, she saw them brimming with tears.

Clark quickly shut his eyes and turned his head away, trying to hide them. Undeterred, she gently stroked his cheek and tried to make him understand.

"Whatever you may think Clark, I'll always be here for you! I love you!"

Leo instantly paled.

Now it was _her_ turn to panic — the words left her mouth before she could censor them. She had never out right admitted her devotion to a person in such an obvious way, certainly never since childhood. But as she hurriedly scoured her mind for an excuse to camouflage her blunder, she realized with horror that she couldn't find one.

The ice queen's façade momentarily cracked.

She loved the man kneeling before her.

She recalled the comfort Clark always offered so selflessly to her, on so many occasions. She owed him nothing less now.

She slid her hand behind his head, her fingers running through his hair, pulling him into a close hug. He didn't respond at first, but then he let himself go. He dropped the clothing bundle he'd been clutching and wrapped his arms around her, pushing his face into the crook of her neck, letting her comfort him. Leo couldn't help tearing up as she ran her fingers through his hair and shushed softly into his ear.

Clark had never been this open, this free with her before — whenever he had touched her in the past, it was always so gently, as if he was afraid she would break. Now, he was holding onto her tightly, and she was the one being gentle with him...

And there was complete honesty between them.

Leo wasn't sure how much time passed before Clark detached from her, but she sighed at the loss. She moved her hands to his shoulders, now ready to get some definitive answers.

Clark still had his eyes shut, his head tilted down and away from Leo.

"Now, what happened to you just now? Has it ever happened before?"

At his lingering silence, she sighed.

Her words laced with a twinge of bitterness and defeat, she finally confided, "I already know about the strength, speed, and invulnerability, even if I still have some blind spots in what I know." Her piercing blue eyes bore through him, she asserted, "If you ever really cared about me, you'll tell me, Clark - you'll let me help."

And there lay the crux of the matter. Did he really trust her enough to share this?

_Do I deserve this?_

"I. I'm so sorry, Leo. This has never happened before. I just felt a burning sensation in my eyes when I…uhh, I mean, when I was coming close…I-I mean…" Clark shook his head, cheeks blazing with embarrassment as he repeated, "I'm sorry."

"What do you mean by it's never happened before," Leo prodded gently. She desperately wanted to press Clark for clear answers, but he obviously needed to ease into this conversation at his own pace.

Clark sighed. "Until last year, I never had x-ray vision either," he started slowly. "I've always had the strength and speed to some extent, but not the x-ray vision. It just kinda started happening. It took a few weeks before I was able to really control it." He hesitated, as if pondering something. "I guess this heat thing must be similar."

_X-ray vision?_

Paling, Leo reflexively crossed her arms over her chest, clutching her robe closed, as realization hit and she gasped, "You can see through solid objects?"

Clark almost winced at her startled reaction. "I - I guess that was one you didn't know about, huh?"

"Uhh, NO!" Leo exclaimed, her cheeks steadily reddening. "So, even when I'm fully clothed, you can always see…"

"Oh no, no!" Clark protested, quick to reassure her. "I have to focus and concentrate on something in order to use it. But I would never want to look at _you_ like that."

Sensing Leo's darkening expression, Clark quickly amended, "I mean, not that I wouldn't want to, because you're really hot! Uhh, I just...I would never use it to violate anyone's privacy."

Leo's expression still narrowed to a suspicious frown. "So you've _never_ abused that power to look at something you shouldn't?" Clark may have been the sweetest, most decent person she knew, but he was still a teenaged boy - and there _was_ the matter of her vault in the east wing.

Clark's cheeks glowed brightly — and considering what they had been doing, Leo wondered if he would ever outgrow that reaction. She privately hoped he never would.

"Well, there was the one time I peeked into the girl's locker room — but that was totally an accident! I hadn't learned to completely control it yet at the time!" he protested.

Leo smirked knowingly (and with a little relief), unable to resist ribbing him a little. "A likely story."

His embarrassment over a single, juvenile accident like that was so Clark. Besides, a shot of levity would help keep him calm while she continued to probe for answers. Leo let her arms drop a little when she realized, to her own chagrin, that her arms would have done no good in the first place.

"So let me get this straight," Leo said, trying to clarify her mental catalog of Clark's abilities as her head whirled with one revelation after the next, "You're super strong, really fast, practically invulnerable, can apparently light things on fire with your eyes, _and_ you can see through anything?"

Still blushing at her apparent awe, he corrected, "Well, I can see through anything, except lead."

Leo just nodded thoughtfully to this. The lead box had shielded Clark from the meteor rocks — this latest revelation didn't surprise her.

"Clark, look at me."

"Leo…"

"Clark, open your eyes." With an effort, she kept her voice calm. "It's okay. I assume you've never hurt anyone with your abilities before. It's not going to happen if you don't want it to. Come on, now." Leo inwardly gathered up all the patience she could summon, even when all her instincts were screaming at her to _make_ him open his eyes and demonstrate this incredible ability to her.

"Clark," she urged again, "open your eyes."

Very slowly, he cracked an eyelid. Nothing happened. Slowly, ever so slowly, he opened one eye and then the other. He focused on a spot across the room, completely away from her.

"See - nothing happened," Leo said. "As long as you don't try to set something on fire, you won't."

"I'm not so sure," Clark responded uncertainly, "I could hurt someone."

_I could hurt you_.

Leo didn't answer at once. Finally, she said, "Let's try to test this out."

"I'm not going to set any more fires!"

"Take it easy." Leo waved to the gigantic fireplace. "That's actually real, you know. Just hold on a minute."

"What are you going to do?"

"You'll see. Stay right here." Quickly retreating to the hallway, she returned just moments later with a weird-looking, ghoulish painting in her hands. She opened the grate to the fireplace and unceremoniously stuffed it inside.

It was the Goguen piece that hung in the hallway outside. Leo had always hated that ghastly thing — it was one of her father's favorites. After he annexed her study and tossed so many of her own things into storage, it served him right.

"Now," she said calmly, "we're going to test your control. I want you to look at the painting. _Don't_ try to burn it. Just look at it, okay? Then, when I tell you, I want you to try to set it on fire."

He hesitated. "I don't like this."

"I know." She rested a hand on his arm. "Clark, I'm just trying to show you that _you _can control this, just like you've been doing your whole life without realizing it. Will you try?"

"Well..." He looked doubtfully at the fireplace and then at her, for just a split second. "I guess so."

"Good." Leo tugged at his arm. "Come on over here. Now, when I tell you, just look at the painting. If anything, it will burn easily." Inwardly, she was quaking slightly, but what she was saying made sense. She had to convince Clark that he wasn't a danger to everyone around him, or else he would never touch her again - and that would be completely unacceptable.

"Well…um, okay."

Leo released his arm and stepped back. "Good. Just _look_ at the painting. Don't burn it yet."

Silence.

Clark stood perfectly still, staring into the painting in the fireplace. After about thirty seconds, she could see him beginning to relax. "It's not burning, is it?"

"No."

"You're doing fine," Leo assured quietly. "Just keep looking. Don't do anything else to it."

"Okay."

More silence.

"Still no fire," Leo observed, after another minute had gone by. "Would you agree, that you don't seem to be setting it on fire by accident?"

He nodded slowly, and she could hear him release his breath.

"All right," she said. "Now, we're going to see if you can control it on command. I want you to remember what you were thinking when you lit the dresser. Try to make the painting burn."

"Leo! I can't think about that!"

Leo smirked knowingly. "I have a smoldering _Louis_ _Vartan _that would beg to differ with you."

If Clark couldn't ignite a flame from his eyes, his cheeks could probably do the job at this point. Burying his bashfulness, he briefly shut his eyes and drew a breath to focus.

_Leo._

She saw his shoulders stiffen and instantly, flame burst from the fireplace as the canvas ignited. Clark jumped back. "Wow!"

"I'd say so." Leo stepped forward to look at the resulting flames. "I think I've proven my point. It only works when you want it to, Clark. Now that you've tamed it, it's under your control. You don't have to be afraid of it anymore."

Clark looked slowly away from the fireplace toward Leo again, a grateful smile animating his face. "Thank you," he said.

"Don't mention it." Leo replied with great satisfaction. She reached out to take his hand. "I knew I was never in any danger, Clark."

Clark gripped her slender fingers in his larger ones and gently squeezed.

"Now, do you have any other abilities?"

"Uhh...well, there was this one morning, when I woke up and I…I was sort of…floating."

"You can fly?" she whispered faintly.

"No. I mean, sort of, yes - I mean. A few months ago, I woke up one morning, floating a few feet over my bed, then came crashing down into the mattress. It never happened before and it never happened again and I don't know what it was."

He silently prayed she wouldn't ask what he had been dreaming about...although, he wouldn't mind seeing Leo in a cheerleader's outfit in real life...

Leo caressed his shoulder gently. "Hey, hey, it's okay," she cooed softly. Actually, this was incredible, fantastic, beyond her wildest dreams…and she needed to focus. "Do you still have more to tell?"

Clark nodded.

"Do you care if we stretched out on the bed? You could hold me while we talked."

Clark hesitated, but nodded and let her guide him onto the bed. As for Leo, it was time to toe the tight rope. As much as she wanted to comfort Clark, to revel in intimacy with him, she also had no desire to burn down her mansion either — despite her outward confidence, she was genuinely concerned about just how far his command over his newfound ability really was.

Still, she hoped that their physically intimate pose would render him vulnerable enough to keep him spilling his guts. As extraordinary as he was, he was still a man — _and what a man _— and would still have all the familiar masculine vulnerabilities; as a group, men weren't the most intelligent creatures.

Clark may have his powers, but so did she. For all his fantastic strength, Leo was not intimidated by him. After all, true power didn't lie in the flex and release of muscles or on lighting objects on fire.

True power was found in control.

It inhabited the skill of manipulation, the ability to wrest control of a man's senses from him and play upon each one until everything he does, thinks, and believes is done because you wish it to be so. When his life is in your hands, and he isn't even aware that he has given up that power to you...

That was power. The true power of life and death and the ability to wield it.

Leo was almost ashamed to be taking advantage of him like this…

No, she told herself. She wasn't taking advantage of him. She cared about him, he needed her help, and she needed information in order to do that. Clark would thank her later. Now, she just needed to keep him from getting too excited…

As rattled as Clark was, he was still cognizant enough to make the connection between sexual arousal and his fire-starting episode. He really needed to get out of here before he hurt her…

But there was absolutely no way he could bring himself to leave her.

He just needed to control himself.

_Easier said than done._

Leo's robe was no more than a mere silk slip. It barely covered her breasts, whose areola's welled up against the silk, pressing against the material- the hem was somehow tucked between her thighs, creating a shadowy delta beneath her legs, her cinnamon-red hair tumbling over her shoulders, leading his eyes back to her cleavage…

_Chad Ramsammy is the Shark's all-time leading rusher, with 6,738 yards. Ty Cobb's major league high .367 lifetime batting average, the extra credit proof for geometry class…_

Leo barely contained a content purr when she lay beside him, lying languidly on her side, facing him, laying ahand onhis bare arm. Not sexual, only enough physical contact to convey comfort, handling his sensations with the expertise of a pilot at the controls.

Leo ruthlessly suppressed the urge to shamelessly drape her leg over his, to run her hand through his unruly black hair…

At this point, she was completely torn. On the one hand, she genuinely wanted to completely give herself over to this, to be the one Clark trusted, the one he confided in — the one he loved.

On the other — _all love is fleeting._

This might not last. He might just be momentarily vulnerable; she needed to get him to open up, before he shut her out again.

She would never survive that.

She needed to keep him.

She needed to make him trust her.

She wanted all of him.

"Clark," she breathed, eyes wide, body tensing. _Please._ "You can tell me anything — you know that, right?"

Clark nodded. It was time to drop the big bomb. "Okay, Leo, but you're going to be disappointed."

"Disappointed? But all the things you can do…"

"Disappointed - because there's no neat explanation that explains everything. As far back as I can remember, I've wanted clear answers too," he replied wistfully, stroking her arm with his fingertips, "But I've never found any."

Goose pimples tickling her flesh, Leo stayed silent. She was done prodding — if he didn't tell her now, he never would.

Taking a deep breath, Clark confessed in a rush, "It's my fault Leo! The meteor shower, the rocks all over town, the strange powers people get from them. I came here in a spaceship that my parents have kept hidden in the storm cellar for years! They found me the day of the shower, after my ship crashed and they took me in and raised me as their adopted son and I didn't even know the truth until that day you ran me over on the bridge and I'm sorry, I should have told you sooner but I…I…"

He averted his eyes. "I'm an alien, Leo."

Silence.

"I know." _Checkmate._

Clark's face screwed up in a bewildered frown as he stared at Leo in shock. "You…how?"

She beamed over at him, the warmth of contentment that washed over her radiating through her smile.

And in that moment, she rediscovered the eyes of that little boy that had mesmerized her the day of the meteor shower. As he stared at her, dumbfounded, the little girl returned that gesture of tenderness he had given her so long ago, reaching out to caress his cheek lightly.

The touch sparked his memory, memory sparking understanding. He smiled, her breath caught — and they found each other, all over again...

------------------------------------

to be continued…


	16. Chapter 15

All previous disclaimers apply.

To all of you who have taken time to review: Thank you so much; your input/comments are ALWAYS welcome!

In honor of my lovely beta, SakuraSyaoran4eva, dedicating this chapter to the color pink. I'm not sure why, though I suspect she was overdosing on stress and pepto bismol when she made the suggestion. Just kidding; luv ya, ss4eva!

On with the story...

**Chapter 15**

It wasn't long before Clark was snoring softly beside her. Alien or not, all men seemed to share the same reaction afterwards. Leo lay next to him, watching him sleep, running her fingers through his hair. This had been a big day for him - for both of them.

Still, she was glad that they had halted their mutual exploration before they crossed that final boundary.

Leo wasn't sure if she was ready for that yet, much less Clark.

Her control was slipping. She was already apprehensive about what would happen if she took him completely inside. Being with Clark, she felt far too raw and open. It was easier to touch someone like that when you didn't particularly care about them, as opposed to that one person who reached deep into your soul each and every time you felt their skin against yours. When it came to Clark, her emotions became mixed up with her desires.

When she was with him, she didn't want to think; she only wanted to feel. But being with the one person who touched her like no other, she couldn't afford that luxury.

Feeling opened her up to hurt.

Even the thought of such emotional pain froze her blood cold and sent shivers down her spine…

'_No_,' she told herself. She was concerned for her own well-being, not frightened.

_Luthors don't feel fear – they put the fear into others._

Perhaps a lesser mortal would feel fear about all this, especially since Clark still didn't seem to have full command over all his powers at the moment, but she was just relieved to have gotten through to him, to have convinced him to let _her_ in. Young Cleopatra's fingers lingered over the mountains and valleys of her new domain. She patted his chest, stroking her hands over it with an air of absolute possession.

Actually, she couldn't help smirking over the whole the whole heat vision episode. _Wasn't combustion a sign of true passion?_

Leo was reluctant to leave him, especially now that she finally had him, but she knew the Kents would want to know that he was okay and that she would bring him home as soon as he awoke. As she begun to stir, a murmur from Clark stopped her.

"Leo," whispered Clark, and she froze, "don't leave me."

Telling herself she'd wait a few minutes, Leo slid back beside Clark. She reached out to stroke his face, and he responded in his sleep, wrapping his arm around her to pull her in close, resting his head on her shoulder. She gave him a lazy smile of contentment at knowing that Clark — so big and strong, the most powerful being on the planet — was now snuggled up to her for comfort.

Leo figured she would call the Kents in five minutes, but before she could get up, her eyes slowly closed and she drifted off into a peaceful sort of sleep, feeling more secure than she had in a very long time.

00000000

Leo sleepily opened her eyes and smiled; she felt good. Clark's arms were still wrapped around her, he was restored to his proper self, had told her everything, and _she_ would be the one to bring him home.

It all seemed like a dream.

She slid out from under his arm, careful not to wake him, before padding softly to the bathroom. Checking the wall clock, she noticed they had only dozed off for a couple hours. It was getting very late into the afternoon, and she was surprised at how normal everything appeared. Aside from her scorched dresser and the ashes in her fireplace, there was nothing to hint at the fantastic things Clark had shared with her just hours earlier.

Once in the bathroom, she switched the lights on and looked herself over in the mirror. Her flawless silk robe was rumpled, she had bed hair, and she wished she could take a bath, but she didn't want to risk Clark waking up and deciding to run away. She settled for running her fingers through her hair a few times and rinsing her face in the marble basin.

While primping in the mirror, Leo ran through the afternoon's events in her mind. The mystery that was Clark Kent was now largely solved. Her alien hypothesis had been confirmed. Clark Kent was an alien.

An alien.

But that answer still left a host of monumental questions in its wake.

Where did he come from? Why did he have these abilities? Why was he sent here alone, as a small child? Where were his real parents? Was Earth (and Smallville, for that matter) the ship's intended destination, or had that been just random cosmic coincidence? And why had his ship accompanied by a cluster of meteorites that were clearly harmful to him?

Leo had already vowed to do everything in her power to help keep Clark's secret. But she was slowly realizing that this oath also encompassed protecting everyone who knew his secret as well: namely, the Kents. Would sharing Clark's secret make things easier between her and Jonathan Kent?

And there was still the messy hurdle of Clark's age and the legality of her relationship - if what they had even was a relationship. Then again, who knew how old Clark really was? It wasn't like the date printed on his birth certificate was real. For all Leo knew, Clark could be almost her age.

He certainly didn't look like a teenager.

Besides, once you crossed the threshold of interspecies mating, was a six year age difference any big deal?

Speaking of mating, she wondered if he could have children — he certainly had all the right parts.

Leo momentarily day-dreamed of a diminutive Clark Jr. frolicking in a barnyard, chasing chickens, with Clark's messy mop of dark hair and beautiful green eyes…

Come to think of it, if Clark was an alien, why _did_ he look so human? He wasn't some green, unisex-looking Roswell creature with an oversized head. Aside from his powers, he could (and did) pass for human. How was that combination possible?

Assuming Clark's race evolved on some world where such fantastic abilities could develop, the odds of such a species turning out to look human were slim to none. Of course, that was assuming that Clark's abilities were natural, and that he wasn't the product of some sort of genetic engineering.

Regardless of how Clark had come to acquire his abilities, this still brought the question back to why Clark was on earth in the first place. Was it an accident or on purpose? And if on purpose, was it for Clark's benefit, humanity's benefit, or someone else's benefit?

The countless permutations gathered from the limited data she had made her head spin. However, with her resources, Clark's cooperation, and enough time/effort/research, Leo was convinced that the answers could be found. The best place to start would probably be Clark's ship. She wondered if he and his parents would let her borrow it for study…

_Shit. The Kents._

As she smoothed the wrinkles in her silk robe, she suddenly realized that she had forgotten to call Clark's parents.Walking out of the bathroom, she retrieved the cordless phone from her nightstand. As she sat down to make the call and the bed creaked beneath her, Clark's murmur caused her to turn and face him. "Mornin' Leo," he offered drowsily, giving her his best smile.

Leo returned his smile and reclined next to him. "Actually, it's still early this evening. Not that I'm horribly opposed to keeping you, but are you ready to go home yet?"

His smile faded, but not the strength in his eyes. "I'm ready. Leo, thank you...you saved me and you didn't freak...it just - it means a lot to me."

"You've saved me enough times before, Clark."

He smiled again, truly grateful to have Leo in his life. "This is different. You saved me from myself. Thank you."

In a rare bout of sentiment, Leo beamed back with joy, falling forward into Clark's arms and holding him tightly. "You're welcome Clark."

He held her for a minute, then pulled back to look her in the eyes. "Let's go home."

Leo nodded her response, happily noting his unconscious inclusion of Leo into his home and family — a real home, a real family. They shyly averted their eyes as they dressed in Leo's bedroom. Well, Clark averted his eyes out of shyness (and fear of burning Leo to a crisp), while Leo looked away out of respect for Clark's self-consciousness. They also agreed that they should confront Clark's parents about Leo's knowledge of his origins together.

However, they both copiously avoided mentioning whether or not to discuss the alteration of their relationship status. In unspoken agreement, they would address one obstacle at a time.

Each of them was momentarily wrapped up with their own thoughts and worries.

Clark was still worried about about telling his parents that Leo knew his secret.

Leo was still unsure how to classify whatever this _thing_ she and Clark now had.

"We can either go in your car or..." He ducked his head again then gave her that infectious grin, "I could carry you." Showing off, he was showing off, and it felt good.

Leo blinked, then chuckled. "You really would get a kick out of that, wouldn't you? Sure, go for it. Let's see what you can do."

This was going to be interesting. Anticipating the novelty of experiencing Clark's speed aside, she hadn't been picked up and _carried_ since her father, when she was little...

Clark ducked his head and nodded.

"Are…are your sure? I'd understand if you didn't feel comfortable after... you know." And there went the blush. It was Kent signal-flare time again, his cheeks and ears flaming. Clark wondered if he was _ever_ going to outgrow that habit.

Leo stepped into his line of sight and looked up at him. "I'm not afraid of you Clark. Just try to keep yourself under control and try not to get _too_ excited…at least, until you learn to control it. I have no objections to being with you."

Smirking devilishly at him, she then added, "Besides, I rather enjoyed what we were doing earlier," she reassured him. Playful expression aside, she admitted that last bit very softly, staring up into his eyes to see how he would react to it.

Suddenly, she was unsure of herself - was she pushing? Did he really want to be with her that way? That question compelled her to add, "But if you're not comfortable facing your parents with me there, we don't have to..." Her voice was soft, not at all a challenge.

"No, I want you there. And, as for the other stuff..." Clark bushed once more, glancing at the ground. "I liked it too. I'm glad it was okay with you too." He shrugged, his hands shoved deep in his pockets; mainly to keep from grabbing her and wrapping his arms around her for a kiss. Dating Lana had been nowhere near this intense. Kissing and holding hands had been the physical highlights of his relationship with Lana, but he had never felt remotely this close, this intimate with her.

Being with Leo like this was new, so primal, and went way beyond friendship or a schoolboy crush. And, yes, maybe it was shallow wanting to keep exploring just her body, but he was sixteen after all. He was still riding the hormone high that came along with his last growth spurt and the sudden need to do his own laundry — and now, dodging the urge to light stuff on fire. Couldn't he be shallow and selfish just this once?

That is, if she still wanted him that way. Maybe he was so bad at this that she was just being polite. Or maybe she would start freaking out because she would suddenly realize that she was being touched by the horny alien.

Clark scrutinized his shoe while he tried to verbalize what he was feeling. He really did want to spend more time with her, but he wasn't going to push Leo into anything she didn't want. "I've never really done this stuff before, which is something you probably don't need to hear. You can trust me, I'm not going to drop you or light you on fire or jump on you again, if you don't want me to... that's all I meant."

"I do trust you," She smiled and tilted her head. "And if you haven't had much experience, you're either a natural or a really fast learner." Her mouth twitched with just the slightest hint of amusement. Or annoyance. Clark could never tell when it came to her.

Eyes flashing just a bit, Leo suddenly inquired, "Exactly how much experience have you had at this?"

Clark suddenly discovered something fascinating on the tip of his shoes. "Like I said, not much. Lana and I never went past first base."

"Well, I can't even begin to tell you how sweet you are," she observed reassuringly, "You're always so gentle." She carefully suppressed a comment about comparing him to experiences she'd had with others in the past.

"Besides," she added in a lighter, teasing tone. "If you jumped on me, we'd find out if _I'm_ strong enough to catch you. Now, are we going to go?"

She wondered if he still wanted to carry her.

The small frown on Clark's face disappeared, the clouds chased away by the sun. His smile, quick and friendly, washed away the rest of the awkwardness between them. The lingering tension lurked beneath the surface but no longer threatening to overwhelm.

"Sure. Ummm - I need to pick you up. Is that okay?" When she nodded, Clark moved in close again and swept her up into his arms. She was so light, it was like holding onto air, and his grin got broader. "Put your arms around my neck and hold on tight. This might feel a little weird." Once she was situated in his arms, Clark tucked his chin down to protect her face from the wind and started to run.

------------------------

With Leo tucked safely in his arms, he bulleted off the side of her property and into the fields. The corn was high enough to hide his passage, but he kept as far away from the road as possible, just in case. It wasn't like there was much traffic between Leo's mansion and his farm, so they were pretty safe. Besides, he was getting so fast now that he was sure no one _could_ actually see him.

Stalks of wheat and corn whipped past them, the effect of his passage bowing the stalks away from their bodies. It was part of the physics that he hadn't figured out yet, but when he ran, he never hit anything. Whatever was in his path bent away, like light bending around a black hole. Maybe he'd ask Leo about it later…

Leo's eyes were wide in amazement, and she began to laugh. She'd never felt anything like the exhilarating thrill of moving so fast — no vehicle conceived by humankind could compare to this. "Oh, God! Clark - this is incredible!" she spoke directly in his ear, so he could hear her over the rushing wind. Clark could cover miles in seconds, and the sheer rush of innocent excitement thrilled her.

There wasn't even a hitch in his breathing as he commented. "I've never taken anyone with me before. Hang on." He kicked into even higher gear, running faster than he'd ever run. They soared through the fields, even leaving the ground for a few seconds. Clark took a detour on his way back to the farm, just to prolong their trip a little longer. Her laughter was contagious, it made him want to dance and sing and _fly_...

Leo clung to him, still laughing as her hair whipped around her face. "It feels like flying," she told him between breaths, "Like we could just soar forever." She gave him a bright smile, that glow she reserved only for him, and watched the farmland blur past.

He glanced down, caught sight of her smile, and overshot his house by a quarter of a mile. He frowned slightly at the deep furrow he left in Mr. Irig's field — it looked really deep. He was going to have to fix that before anybody noticed. He would add it to his chore list for the week. Luckily, it was the one being left fallow this year, so he still had a couple of days to take care of it.

Clark blushed, embarrassed by his distraction, then backtracked, coming to a halt in front of his farmhouse. He set Leo down on her feet and grinned broadly.

"That was great. I'm glad it didn't scare you."

"Never," she answered breathlessly, moving so that she faced him when she stopped. She put her hands on his chest and looked up at him.

"Thank you, Clark."

She hoped he understood the depth behind those words. When he laced his fingers through hers and gently squeezed, she was sure he did.

"Ready?" he inquired.

Leo nervously glanced at the front porch. The usually inviting farmhouse now loomed before her like an immense, yellow iron maiden — once she entered, she might not come out. She turned to Clark slightly when she sensed him move beside her. He smiled at her sympathetically, sensing her nervousness.

Exhaling as she steeled herself, she squared her shoulders in determination, "Let's get this over with."

"That a girl." Clark squeezed her hand a little tighter, before loosening his grip and walking toward the front steps. He was still nervous, but having already opened up to Leo, he was animated by a new boldness. Leo followed, albeit a few steps behind him.

As he knocked, Leo concentrated on schooling her features into a neutral expression. While this was a happy occasion, she was fully aware of just how awkward this evening was going to be.

Clark held his breath as his dad came into view, letting his father make the first move.

"Clark?" Jonathan grabbed him and pulled him into a hug. "Thank God you're okay." He pushed Clark back to arm's length and looked at him. While he was still dressed in those fancy clothes, the expression on his face was that of the boy that he had loved and raised. "Martha! Come quick, Clark's back!" He pulled Clark into the living room, while Leo trailed behind, trying not to intrude on the family moment.

Martha ran into the room, nearly crying with relief as she saw her son. "Oh Clark!" she exclaimed, throwing her arms around him.

"Mom," Clark returned the hug. "I'm so sorry Mom. For everything I said, everything I did…"

"It's all right. You're back, and that's all that matters." She took his head in her hands and stroked his hair. "We love you, Clark."

"Clark, the last time we talked, how…what made you decide to come back?" Jonathan asked, not willing to divulge anything in front of Leo.

The bile rose in her throat, as Leo bit her tongue to keep from bitterly retorting, '_Don't you really mean, **who** made you decide to come back, Mr. Kent?_'

As much as she respected him and inwardly craved his acceptance, sometimes he really pissed her off.

"I ran into Leo, Dad, and she got me to come back home."

Martha turned to Leo and hugged her gratefully. "Thank you, Leo. Thank you for bringing him back to us." She checked to make sure Leo wasn't hurt, knowing how dangerous getting Clark free from the red meteor rock could be.

For the moment, Leo set aside her hurt and just basked in the gentle warmth of Mrs. Kent's hug — her motherly concern for her always made Leo feel loved, and she had privately come to consider Mrs. Kent as her own surrogate mother.

Clark cleared his throat and lowered his head. "Umm…mom, dad, we've got something to tell you."

For some reason, Martha felt a lump rising in her throat. She suddenly had a mental image of Clark telling them that he and Leo had eloped in Las Vegas — they had hopped a ride in a Luthorcorp private jet, the marriage ceremony a simple spur of the moment civil service in some tawdry drive-in wedding chapel.

She immediately shook off the image. Clark was much too sensible to ever consider anything that irresponsible, red meteor rocks or not.

Then she realized what had triggered this response: whatever explanation Clark was about to give, he wasn't waiting until Leo left, like he always did before explaining anything about his special gifts. Martha felt her tension level rise. Something life-changing was about to happen.

"Clark," Martha began impatiently, "what's going on? I can see something has changed, in your face and Leo's."

Clark sighed. "It's like this…Leo knows my secret."

Martha and Jonathan stared at him in shock - their minds were still reeling from just having Clark back. They had devoted their lives to protecting his secret for all these years and now, with one sentence, all of it was for naught.

Silence reigned over the Kent household. Leo didn't consult her watch, but it felt like an hour had passed. She gnawed on her cheek; the silence was really getting to her. While her own father had never been a yeller either (he would have loathed the loss of self-control), he was always quick with a sharp retort or verbal abuse. But silence, this was a completely new situation - was this how normal families treated their children when they were disappointed by them?

Jonathan recovered first. "How? Why?"

"Umm, well," Clark began reluctantly, "she kind of used the green meteor rocks to knock me out, long enough to get the ring off my finger."

Jonathan's expression froze with horror. "You told a _Luthor_ about the meteor rocks!"

"He didn't have to tell me anything," Leo snapped bitterly, restraining a wince as he pronounced her name like a disease, "and I would appreciate it if you speak directly _to_ me when you speak _of_ me, Mr. Kent, instead of acting like I'm not even here."

Her voice was cold and distant, disguising the tears beginning to pool in her eyes. Clark grasped her hand and squeezed in support. Turning to him, she tried to mask her welling tears, but she knew he could sense them from the concerned expression on his face.

'_Damnit, when did I become the bad guy?_' Jonathan thought to himself.

Leo's attention turned back to Martha when she noticed Martha's hand rising to pet her shoulder consolingly.

"Oh, Leo," Martha sighed sympathetically, "We didn't mean to offend you, did we Jonathon?"

'_Oh crap_,' Jonathan thought to himself. Leo had tapped Martha's maternal instincts — between Clark and the redhead, he was about to be seriously outnumbered. Didn't they see what was happening, how dangerous this situation was?

But a look from Martha caused him to swallow his next verbal volley. Instead, he struggled to compose himself and asked, "So, how did you know about the meteor rocks?"

Leo had known this question was coming. She calmed herself as she raised her gaze to meet Mr. Kent's. "It all started when I began looking into the accident, that day at the bridge…"

"Wait a minute," Jonathon interrupted, "I thought you said you discontinued that investigation!"

Returning his scowl, Leo retorted, "I had, but by that point, I had already worked out most of Clark's abilities and origins on my own. I'm sorry if you're offended by my curiosity, but when _I_ walk away from _certain death_, it's impossible for me to just ignore what happened. The roof of my car was ripped open like a sardine can. Maybe _you_ should have schooled Clark to be more cautious with his rescues. "

"So now you're blaming us for this?" Jonathan snapped.

"No, Mr. Kent," she replied, her blood rising, "All I'm saying is that you shouldn't be surprised at Clark's cover being blown."

Then, whirling around to Clark as she pointed an accusatory finger at him, she snarled, "AND YOU!"

Clark's brow wrinkled in puzzlement. "What did I do?"

Damn his puppy-dog eyes! But Leo's blood was pumping now; even the wounded puppy look wouldn't save him this time.

"YOU practically _wear_ the fact that you have a huge secret all over your face. Clark, when you ripped the top off my Porsche to get me out, you left a _hand print_. Did it not occur to you to use _the door_? Or your fist? It wasn't difficult to match your glove size, especially YOUR glove size, since _you_ were the only one on the scene. Not to mention, the Clark-sized dent in the front fender and hood where I hit you."

Red faced, Leo shifted her focus back to Mr. Kent and lifted her chin defiantly. "Frankly, Mr. Kent, I'm amazed that half the town hasn't figured it out by now. I'm sorry, but you're trying to protect his secret? In that case, your efforts leave quite a lot to be desired."

"I don't remember asking for your opinion!" Jonathan stabbed a finger toward Leo. "And did you ever think that the best way for us to protect our son would be to keep you out of our lives?"

"Dad, that's enough!" Clark snapped. "What's done is done. We can trust her. Besides, I'm way more careful now and we'll never have to worry about this again."

At that moment, Clark was glad Leo wasn't the one with the eye beams. The glare she shot him could have melted titanium. "CLARK! Who do you think has been covering your ass with the police this past year!" She demanded angrily.

This breakdown of her self-control was completely out of character, but months and months of dormant frustration and resentment were gushing out now, and she no longer had any desire to stop it. "Remember that whole incident with Phelan at the museum last year? I realize you were under duress when you were being blackmailed, but did you really have no clue how fast digital security cameras are? You would have been better off sticking around at normal speed to face the police!"

Clark was stunned. While Leo had told him that she'd known of his secret for awhile, he was still taken aback that she had known for so long.

Mr. Kent was stunned too, albeit for different reasons. While he was grateful for Leo's unsolicited assistance, he was now more concerned about the dismissive manner in which she was hinting at sabotaging police investigations and tampering with evidence. What kind of person had they let into their lives?

"How dare you come into **my** house, under **my** roof and start…"

"Jonathan," Martha interrupted. As Martha and Jonathan exchanged glances, Martha reached over to touch her husband's arm, silencing him. She looked at Leo. "We're all concerned for Clark's safety. That's why we're all here."

Leo didn't know how she did it, but Martha Kent had always possessed this calming effect about her that worked with everyone. Both she and Jonathan relaxed, and Leo nodded in agreement.

Her frazzled spirits got a further boost when Clark reached for her hand again to offer sympathy and support.

Before letting go, Leo squeezed back in non-verbal acknowledgement.

"Look, I understand your concern," Leo told them, recomposing herself, "But you have to know, I would never do anything to hurt Clark – "

"We were never worried about that," Martha hastily reassured her. However, Leo knew that even if Martha said she wasn't concerned about it, Mr. Kent certainly was. "Leo, it's your father. The things that go on between the both of you, the games you play, and the fighting. If he ever found out about Clark –"

"I'll protect Clark. I would never betray him. And I'd be more than happy to help him cope with his new abilities."

Martha frowned. "New abilities?"

Leo and Clark exchanged glances, Leo hoping he would pick up his cue. Clark gave his award-winning impression of a deer-in-headlights instead. '_Great_,' Leo thought to herself, '_Thanks for leaving me the most awkward explanation of the evening._'

She would have to phrase this very carefully. "Apparently, Clark now has the ability to light things on fire with his eyes."

His parents glanced at Clark in astonishment.

"It's true. We were just…talking, and then the dresser I was looking at just burst into flames," he explained.

Martha shuddered, once again appreciating how unusual her son was. How would he ever have a normal life?

"And this happened while you were talking?" Jonathan queried incredulously.

"Yes," Leo answered, "Clark had dropped by the mansion to ask if he could borrow the Ferrari for a little longer, while he was wearing the class ring. That was when I sprung the green meteor rock on him, so I could slip it off of him. The heat vision cropped up after that."

"What were you talking about?" Martha inquired, her eyes drilling straight through her son.

"Uhh, well…" Clark hesitated, "like Leo said, she got the ring off me, and uhh, we talked... about, uhh, everything?"

Leo blinked.

_Wow._ Given the enormity of Clark's secret, Leo never failed to be amazed by how fantastically bad at this he was.

"Our discussion got very heated, as you can imagine," Leo smoothly supplied, riding to the rescue, "and we both got upset. Before long, he lit the table on fire. Clark should probably try to avoid stress for a little while, at least until he learns to control this heat vision."

Okay, so she was slightly misleading them, but it was the prudent course of action. Mr. Kent was already upset that Leo knew Clark's secret at all; revealing the fact that Clark's newest ability had been triggered while she had been going down on him would be a bit much for him to take right now.

Leo considered the lie of omission a minor vice, especially compared to some of the whoppers the Kents had been feeding her over the past year. Besides, if Clark disapproved, he wasn't making any move to contradict what she'd just said.

Jonathan seemed to accept the explanation, giving a curt grunt in reply.

Martha was about to follow suit when something struck her. _The dresser? He lit a dresser on fire?_

"Where exactly were you when this happened?" she asked.

_Shit._

So Mrs. Kent _had_ picked up on Clark's miscue. Leo cared for Clark dearly, but he really needed to learn to think before he spoke.

"At the mansion," Leo inserted quickly, "he lit up a dressing table at a sitting room at the mansion — that's where it happened."

Leo delivered her line with a straight face, but Mrs. Kent saw straight through it, and Leo knew it.

Jonathan looked from Martha to Leo, noting the particularly intense emotions etched on their faces. Did he miss something? "Martha?"

Mrs. Kent looked at the suddenly pleading expression in Leo's eyes as she watched them well up. Then Martha looked at Clark, who was just looking on and didn't realize what had just been communicated between the two women. Finally, she looked at Jonathan. After over twenty years of marriage, they could practically read each other's thoughts. Her husband hadn't put two and two together to get five yet, but he soon would if she didn't divert the conversation.

But how would she handle this? Clark had definitely said he lit a dresser on fire, which suggested that he and Leo were in her bedroom at the time. And judging by the knowing glances and stolen touches she had caught Leo and Clark sharing this evening, they had been doing a lot more than just "talking".

But if she brought things to head now, how would this situation play out? It wasn't as if she hadn't seen this coming, but there was nothing she could do. Simply forbidding Clark to see her would only have driven him into her arms sooner. Given Jonathan's temper, Martha thought it better to address her concerns later, when she could corner Clark in private and get the answers she was looking for.

For now, Martha inclined her head toward the kitchen. "Well, I was just about to start dinner. Leo, will you be staying for dinner?" _And did you sleep with my little boy?_

"I don't want to intrude."

Martha shook her head, already heading into the kitchen. "It's no trouble, Leo. Please, have a seat. Stay awhile." While she was genuinely grateful to Leo for bringing Clark back, she wasn't sure how she felt about what she saw burgeoning between them now — Martha internally struggled not to be judgmental, to at least allow Leo a fair chance.

Leo's shoulders relaxed slightly, releasing more tension than she realized she had been harboring since she arrived.

Then, fixing her look back to Mr. Kent, Leo said, "We can't go back. I know you'd like to, but the fact of the matter is, your son has finally been honest with me. He gave me the truth, and that's all I've ever wanted. I have no intention of harming him or your family. I hope you know that."

Jonathan ran a hand over his face in apparent frustration. He let out a breath and met her gaze. "Leo, I do know that. But I hope you realize what a tremendous responsibility knowing this secret is. And believe me, Leo, it is not going to get any easier."

"I never thought it would, Mr. Kent."

Actually, Leo thought Mr. Kent was going a little overboard with his concerns. Maybe it was due to her Luthor upbringing, but Leo really didn't really believe her life would suddenly become all that more difficult. If anything, she thought her life would be a little easier, given that there was no longer a need to seek out the answers to the many questions that plagued her.

Mr. Kent still didn't seem convinced, hesitating slightly before finally nodding. It really wasn't much more than Leo expected.

Clark just beamed that mega-watt grin at her and enveloped her in a huge hug. "That's my dad's way of saying welcome to the family."

_I am not going to cry._

Leo had never been a crier, but something about Clark always seemed to draw the tears out of her. She held them in, just nestling against Clark for as long as she dared, suspicious parental glances be damned.

Jonathan was tempted to say something, but opted to keep quiet. He saw how Clark cradled her so carefully in his arms and decided better of it. He didn't protest Leo's being welcome to dinner, and he did nod to her as he walked by and gave her a semblance of a grudging smile. Slipping off her light jacket, Leo hung it beside the door, before moving over to join Clark and his mother in the kitchen.

The idea of a family preparing a meal together was a foreign concept to Leo. Then again, the Kents were also responsible for confirming the existence of aliens to her, so she supposed it all kind of made sense. As she watched Mrs. Kent chastise Clark for slicing the green peppers a different way from hers, Leo realized that this was where she had wanted to be all her life.

Home.

"Mom," Clark whined, tickling Leo from her thoughts, "We're not even sure if Leo and dad want green peppers in their salad."

"Of course they do, Clark." Martha looked to Leo for confirmation. "You want green peppers in your salad, right Leo?"

Leo smiled enigmatically. "Listen to your mother, Clark."

0000000000000000000000000

Returning to the mansion's study that evening, Leo cracked open her laptop and contemplated her next move. Her thoughts immediately turned to how she would deal with Clark's newfound role in her life. She was sorely tempted to linger at the Kent farm and revel in that familial warmth - and maybe sneak a peak at Clark's ship (among other things), but that would have to wait.

Always the practical woman, she needed to start formulating a coherent strategy of how she would defend her new surrogate family. The ship had been safely stashed in the Kent's storm cellar for over 13 years; another few days wouldn't make a difference.

Leo was especially curious to compare the alloy of Clark's ship to the octagonal disc in her vault. Both the vault and its contents were subjects she had neglected to mention at dinner. The Kents might have misinterpreted her motives. She didn't want to endanger her delicate footing with them over a misunderstanding.

_Mental note: find way to persuade the Kents to turn the ship over to me_.

She understood how possessive they were of the spacecraft, but she also knew how much Clark wanted to find answers concerning his origins. While the Kents certainly meant well for Clark, they simply weren't equipped with the resources Leo had at her disposal to expose those answers, no matter how much Jonathan Kent was loath to admit it.

She would win them over. She would show them all that she was worthy of their trust — even Mr. Kent.

Her desire to study the ship aside, she needed to protect Clark from the poisonous green death that littered the landscape of Smallville and threatened her favorite farm boy at every turn. Given how many dangerous mutations resulted from meteor rock exposure, she would be performing a public service.

And even beyond Clark, she'd found the opportunity she had been seeking since coming to Smallville. She had been fascinated with the meteor rocks ever since she learned of the strange effects they spawned. If properly harnessed, there was no telling what the possibilities concerning their applications might be…

Her first order of business would be to collect all the meteor rocks in Lowell County, both green and red — or at least, as much of the mineral as she could find. She had already assembled a fairly thorough listing of the largest concentrations of meteor rocks in the county. Now, it was only a matter of dispatching teams to collect them as soon as possible without arousing suspicion. She could probably disguise their actions as routine land surveys, she mused, if she crafted a convincing enough cover story.

Level Three at the Plant was still vacant, and would make the most logical collection point for the meteor rocks in Smallville — there was more than enough room for both storage and additional research facilities down there. Not only was it a local facility that she controlled, but it was centrally located (maximizing convenience), and the rest of the Plant would be ideal camouflage for her operations there.

While the operation she envisioned would conservatively entail a couple hundred new permanent employees, such expansion would likely go relatively unnoticed among the other 2587 employees who already worked there. From what Clark had told her, lead and conventional radiation shielding would be sufficient to protect her employees from any potential effects. She could also farm out the most advanced research to Cadmus, which already had most of the equipment and expertise she would need to commence the most advanced research almost immediately.

But as she began formulating the logistics of her plans, she was becoming painfully aware of the money crunch all this additional spending would place on Leocorp, especially in the near-term. While current profits were sustainable and growing, they were not flush — she might have to cut more corners than she liked and ride an extremely strict budget. It would be difficult; it would be grueling; she would have to push her managerial wizardry and organization skills to their limits.

But it would be worth it.

_Life is a series of problems. There was no denying the truth in that — but why get lost in it? Why not rise above that truth to create something glorious, to make life better?_

_Shouldn't we all look at problems as a chance for us to find solutions?_

_Every problem had a solution, and every mystery had an explanation._

Having solved one mystery, it was now time to solve all the others that lay before her…

A knock on the side door to the study interrupted her musings, and Leo turned to see a gray-haired man in a plain suit enter the room. "Miss Luthor?" he asked.

"Yes?"

"I apologize for the interruption this evening. I dropped by earlier, but nobody was home." He opened his jacket, flashing a badge, "I'm a federal marshal. Your guard at the gate let me in."

Leo frowned mentally. _Now what?_ "What can I do for you?"

"A young man was seen last night leaving the scene of a disturbance in your Ferrari."

"I see," Leo acknowledged, carefully schooling her expression, "May I ask what this is all about?"

At some point, she really needed to sit Clark down and have a serious discussion about covering his tracks better.

The federal marshal reached into his pocket and pulled out a photograph. "I'm currently tracking the whereabouts of the young woman he was accompanying last night, Jessie Tazzen. She's currently a wanted fugitive. Do you know where I could find either the young man, or this woman he was with?"

He flashed Leo a picture, a smiling prom photo of a pretty strawberry-blonde girl.

While Leo didn't recognize or even know Jessie, it wasn't difficult to deduce what must have occurred. She must have picked up Clark last night while he was still high on the red meteor rock.

Leo absolutely refused to entertain the thought that Clark might have been attracted to another woman. After all, he had been under the influence of the red meteor rock, which rendered him emotionally unstable. She was resolute in her belief that this Jessie character had been a devious criminal master-mind that was manipulating him for her own ends. Really.

She was obviously going to have to take care of this Jessie or Marie or whatever her real name was.

_Slut._

With a thin, bloodless smile, Leo replied, "Rest assured, marshall, you'll have my full cooperation."


	17. Chapter 16

**All previous disclaimers apply. **

**To all of you who have taken the time to review: thank you very much, I appreciate all your time and effort.**

**A shout out to Phoenix Skyborne, who designed a couple of gorgeous covers for this story - I added them to my author/profiles page, if anyone's curious. I can't help being curious about how readers picture characters in their heads. Feel free to send any if you feel so inspired!**

**On that note, I also included a link to an image on that page that illustrates Leo's nightmare that is mentioned at the end of this chapter (if you'd like a visual).**

**All hail my fabulous beta, SS4EVA, SakuraSaoyoran4eva--may she continue to keep my language coherent and verb tenses consistent!**

**The review button—know it, love it, use it ;-)**

**Now on with our story...**

**Chapter 16**

Ever since the debacle with the class ring, Clark had spent every waking moment saying "I'm sorry" to nearly everyone he knew. Luckily, he'd caught a break with Chloe and Pete; they were too distracted cramming for Mrs. Skyborne's early semester mid-term that week to notice much.

He'd also tried tracking Jessie down but hadn't seen her since that night at the bar; she and her dad had just disappeared into what seemed like thin air. After dropping by her vacant house and making a few inquiries, he later learned that they had to move very suddenly – something to do with her dad's job. He was sorry he hadn't gotten the chance to apologize and say good-bye. He didn't want to lead her on; when he'd been with her, it had just been the rock talking. While he didn't know her very well, he couldn't help worrying about her a little. The sudden disappearance of Jessie and her father struck him as a little suspicious.

He reminded himself to ask Chloe to look into it later.

On the up side, Jessie's disappearance had spared him another awkward conversation and apology.

Apologizing to Lana was a totally different matter. She practically refused to speak to him at all for a week. Even then, her soft assurances of forgiveness rang hollow in his ears. When he'd asked her out with the ring, it had been nothing more then the PG-13 version of the scene in Leo's office; yet, he was still surprised she gave him another chance at all. By abandoning her at the bar, he knew he'd blown through his lifetime allotment of apologies to her.

And despite their enormous relief at his initial homecoming, his later apologies to his parents were even more difficult, their acceptance even less forthcoming, especially from his dad. It was bad enough he'd said such hurtful things to them, but it was much worse because his dad believed he truly felt that way. His dad believed he really did resent them for keeping him on the farm, for not being able to give him the life he wanted. It hurt, knowing his dad couldn't completely accept his apology. And while his mom's forgiveness was slightly more forthcoming, he could see the pain he'd caused reflected in her glistening eyes.

There was absolutely nothing lower than knowing you made your mom cry.

Maybe that was why Leo's forgiveness of him was so refreshing. Of everyone, she had been the most accepting — even though he'd abused her worst of all.

But oddly enough, he and Leo still never discussed the emotional fallout from the…stuff they had done in her office or her bedroom before the fire. It had become the biggest taboo topic between them. Clark wasn't even sure what to say about it, and Leo never brought it up specifically, except in quick passing.

_Maybe she wanted to just forget about it; maybe she was embarrassed by it; maybe she was trying to spare my feelings because I was so bad at it…_

Whatever it was, he was content to let sleeping dogs lie. Leo had given him the forgiveness he craved, and he wasn't going to screw that up.

With all the weird stuff that revolved around him, everything seemed so much easier with Leo knowing the truth. It was like an enormous weight had been lifted. He never realized how much lying to her had bothered him. Maybe it was selfish, but he felt better having someone else to talk to about everything. Even though his parents were always there for him, having Leo know was different.

While he'd resisted telling her sooner for her safety, part of him had also feared she would treat him like some kind of circus freak.

Now he knew that wouldn't happen. Leo had been incredible about everything — _of course, she'd had plenty of time to get used to the idea, since she seemed to have worked out most of my secret before I told her._

And when Leo had offered to start picking him up in the mornings on her way to work, he'd jumped at the chance. Running to school every day would arouse suspicion. And anyways, arriving at school in a Ferrari beat a big yellow school bus any day.

Her offer had also put him at ease about their friendship too. He hadn't actually seen Leo since the night with his parents. She'd said she was just busy with work, but she seemed totally consumed by it the past couple weeks, even more so than usual. Initially, Clark had feared she was avoiding him and that she was freaked out by finally hearing the truth about him. Leo had calmed those fears almost immediately, calling or emailing him every night — just to check in. He felt immensely lucky to have her in his life.

As he slugged down his orange juice, he heard a distant, thunderous roar outside. He jogged down the porch steps, slinging his backpack over his shoulder. "See you later!" Clark shouted to his parents just as the screen door shut behind him.

Taking a few bites of the chocolate Pop Tart in his hand, Clark smiled as a familiar red Ferrari came around the corner, turning into the gravel driveway. He met Leo's car halfway, pulling the Pop Tart away from his mouth as he leaned down to greet her through the window. Their easy banter had returned after Clark's sharing of the big secret. Now she knew everything, and nothing had changed.

_'No, that wasn't right_,' he thought, _'everything changed'_. Everything was a hundred times better between them, if that was even possible. In retrospect, he regretted not telling her sooner.

Clark took a few more bites of his breakfast as he opened the passenger door and slid inside. "What's that smell?"

"I just had the car detailed." That, and the perfume she had sprinkled on a secret sweet spot to get his attention - and should the scent linger on his clothes to mark her ownership of him, so be it.

Leo made a face at the offensive pastry. "Try not to get crumbs all over the interior."

"I can't guarantee anything – I was raised on a farm." he replied good-naturedly, finishing off his Pop Tart with a wry, crumb-riddled grin.

Leo glared at him before she turned her attention back to driving the car and made a u-turn in the drive. Once they were headed in the right direction, she cast another quick look in his direction. "So, did you finish that essay last night?"

"Yeah, thankssh…" he replied, spraying a few crumbs from his lips. He smiled apologetically as he wiped his mouth with his sleeve. "Thanks for the help; European history isn't really my best subject. Your insights into Catherine the Great will definitely score me an A."

Frowning, Leo stared ahead at the road. "You know, you shouldn't have waited until the last minute. You could have done the research on your own."

"Thanks, mom, next time I will-" Clark broke off when Leo punched his shoulder. It didn't really hurt, but he dutifully rubbed it, keeping up appearances. "Ow! Hey!"

"You didn't even feel that, did you?" Leo observed ruefully. "And what are you going to do when you're off at college, and I'm not there to help you pass your classes?"

Clark glanced over and offered a bright smile. "You'll always be there, Leo."

"Yeah… as your librarian apparently."

Suddenly, the image of Leo in a naughty librarian's outfit popped into his mind…and his jeans.

Or maybe it was the outfit she was wearing. Only Leo could wear a business suit and still manage to look almost naked. Her open-neck blouse beneath her jacket kept drawing his eyes down to her cleavage...

_Oh man, get a grip Kent._

Reddening slightly, he shifted his backpack across his lap.

They drove in a companionable silence for a couple of minutes before Leo asked, "So, when do I get to see the ship?"

Taken a little aback, Clark replied, "Umm, anytime really. If you like, I could show it to you after school." Grinning, he then continued, "You could come over for dinner tonight. Mom's making pot roast — you'll love it!" Plus, having her there would help cushion some of the guilt he still felt around his parents. Maybe it was wrong to use Leo like that — _then again, she would be getting a pot roast dinner out of the deal. And pie._

Raising her eyebrow, she asked, "You're positively sure your parents wouldn't mind? I wouldn't want to give your father an aneurism." Kidding aside, she really didn't want to intrude. While Jonathan Kent had been civil to her after their big conversation the other night, she knew he was still uneasy with her knowing. And as for Martha, Leo knew Clark's mom could sense the intimacy she and Clark had shared. Another uncomfortable conversation on that topic with her seemed inevitable.

Clark shook his head. "They'll be fine with it, really. So, can you come?"

Leo was almost tempted to decline, but she could already sense the puppy-dog expression he was training on her, even as her eyes were fixed onto the road as she pulled up to the school. _Oh, what the hell._

"Is 6:00 all right?" she sighed, slightly annoyed that Clark could get her to do nearly anything just by smiling. She really wasn't fond of hanging on to her free will by a mere thread - _that could be dangerous._

"That's perfect," he cheerily replied, giving her a toothy grin and immediately driving away all her qualms. "I can take you out back to see the ship afterwards."

Clark climbed out of the car and waved. Leo lingered a moment, just watching him walk away — '_he really does that well_,' she thought, admiring the curves of his sculpted ass beneath his jeans.

Pulling away from the school, she grinned contentedly; her goals for this trip had been met.

_Gave him an eyeful to ward off the temptation of any teenage hotties. Check._

_Nailed down a concrete appointment to see the spaceship. Check._

"_Showed the flag" to other would-be competitors for Clark's affections. Double Check._

Even though they weren't really together, Leo felt it prudent to stake her claim.

Miss Sullivan's furtive glances in Clark's direction in the past had not gone unnoticed.

By dropping Clark off at school in her flashiest car and wearing the sexiest work outfit she dared, Leo put out the message to the women of Smallville — _Clark Kent, Property of Leo Luthor. No Trespassing. _

--------------------------

The residual awkwardness at dinner had been worth it all — just to see the expression of awe on Leo's face when he finally showed her the spaceship.

"That's my ship," Clark said proudly, laying a big possessive hand on its smooth surface. Actually, his ship was little more than an oblong pod, only twelve feet long and four feet wide. But despite its diminutive size, he could tell that Leo couldn't help gaping at its contours with wonder.

"May I touch it?" Leo looked up hopefully at Clark. After Clark nodded, Leo ran her hands all over the ship.

"Adorable" was the only adjective Clark could think of to describe the expression of wonder animating her face. To him, Leo looked a lot like she might at a new car lot, only more so. Clark was glad he'd shown her this.

Clark also noticed that Leo approached the ship much differently from how he himself had when he'd first seen it. She examined the underneath part first, looking for propulsion or something, then the leading edges of the wing-like things, and then the rear.

She had run her hands over about two-thirds of the ship before she noticed the octagonal indentation on the lateral fin. "There's a piece missing," she observed.

"Yeah, we've never been able to find it."

Leo wasn't sure why she didn't mention the octagonal disc just then. For some reason, it became extremely important for her to keep that detail to herself. Instead, she asked, "What do these symbols on the exterior of the ship mean?" Though slightly different from the markings on the disc, they were undoubtedly from the same language.

He shrugged. "Haven't got a clue. I've tried figuring them out on my own, but I haven't really had any luck."

Leo was still facing the spacecraft, but her eyes weren't focused on it anymore. "What have you done to try and decipher them so far?"

Leaning against the wall of the storm cellar, he sighed. "I've tried researching on the web, but finding stuff on an unknown language is kind of tough. I've tried looking on the internet, but I've never found anything even close. Anyways, if I'm the first visitor from wherever I'm from, there wouldn't be anything to find."

Nodding slowly, Leo turned to him, ideas emerging. "I can already think of several ways I could help you pursue this. We could keep following you current methodology but use people who are more experienced and who can devote their full time to it. We could also consult a linguistics team; have them examine the symbols and search for patterns. It's a technique used by archaeologists to decipher ancient dead languages - the same principles could apply here."

Clark frowned slightly. "I don't know, Leo. I don't think I could risk it, and my parents would never let us move it outside the farm."

"We wouldn't have to," she quickly reassured, "Whatever we do, we'll be extremely careful no one knows the source of the symbols but us. And your parents."

_'Maybe Leo has a point_,' Clark thought. While he was nervous about sharing any aspect of himself with anyone else, he couldn't help thinking it might be worth the risk, to find the answers he had always sought.

Breaking into his thoughts, Leo asked, "What's inside of it?"

Clark's expression clouded slightly. "I don't know. We've never been able to open it ourselves."

Arching a skeptical eyebrow, Leo inquired, "_You_ couldn't open it? What exactly have you tried?"

"Everything. We've tried sledgehammers, saws, cutting torches…I've even tried ripping the hood off and I couldn't even make a dent. After that, I sort of stopped trying. I mean, you know how much force I can exert."

"Actually, I don't know."

"What?"

"About how much force you can exert. I don't have any quantitative measure of your abilities at all." Brushing a strand of hair from her cheek, she couldn't help regarding him curiously. "Clark, just how strong _are_ you?"

"I…I don't know. I seem to be getting stronger and faster over time but I've never really found my limits."

"You don't seem to know very much about yourself," she observed gently.

Clark blinked. "No, I… I guess I don't," he replied, with a hint of melancholy.

To Leo, he'd never looked more like a sad little boy than he did at the moment. It was probably terrible, to go through life without such basic answers, and she had to help him — he wasn't alone in this anymore. "I just meant that it's something else that we could work on together. We could run some tests..."

At the word "tests", Clark paled. "I'm not a science experiment Leo!" He said it with equal parts of determination and dread. From what Leo gathered, the vestigial fear of being carved up like a frog, ingrained in him as a child, had never completely left.

"I wouldn't do that to you." Leo quickly replied, but Clark flinched when she tried to caress his arm.

Turning away slightly, Leo tried to disguise how much it'd hurt. She was trying to help him find answers. _Why won't he let me help?_ She had worked her ass off to get him to open up to her — she would not be shut out again…

Or maybe she was just taking the wrong approach. Maybe she ought to be more subtle.

"Clark, I'm sorry. I shouldn't have pushed you like that. I only wanted to see what you could do," she pouted. Even Clark's puppy-dog expression had nothing on the artillery in Leo's arsenal.

Grinning shyly again, he asked, "What would you like to see?"

Returning an encouraging grin of her own, she replied, "Well, I've already gotten a taste of spontaneous combustion, speed, and invulnerability…lift up something heavy."

When Clark lifted her into his arms, Leo glared.

"Clark, your not…" Everything blurred around her as she felt a strong wind blow past. "…funny." Looking around, she saw that they were outside now, in front of the Kent's tractor.

Smiling, Clark let go of Leo's legs and lowered her onto the ground. He grabbed the tractor firmly with both hands and lifted it over his head.

After lowering it back to the ground, he gave a small bow. Impressed, all Leo could manage was an incredulous expression. _Knowing _of Clark's gifts was one thing, but _seeing_ them in action was always different.

"That's…incredible," she gasped earnestly. "What have you done to develop your gifts?"

Clark frowned slightly. "Develop?"

Just knowing his secret should have been enough, but Leo couldn't help wanting more. She didn't just want to stand on the sidelines. She wanted to understand everything about it. Certainly Clark would appreciate her curiosity, since she could help find some of the answers he was seeking. His wariness about labs was understandable, but a large hindrance to that goal.

She would need to gradually overcome his discomfort in baby steps…

"Clark, you've been running around as the self-appointed hero of Smallville for awhile now. Haven't you ever worked at honing your skills to be more effective at it?" she reasoned, "Clark, police and other emergency responders undergo specialized training to do their jobs properly. It's pretty irresponsible of you to just jump in without any kind of preparation. Even with all your abilities and good intentions, there's a chance you might inadvertently hurt someone or make a dangerous situation worse."

A frown creased his brow. While he always tried to be careful, the thought had honestly never occurred to him.

"What did you have in mind?" he inquired.

A smile crossed her lips. _Baby steps…_

---------------

Her hair already pulled back into a tight ponytail, Leo grabbed a neatly folded karate gi off a shelf in the changing room next to her private dojo. She nodded for Clark to do the same.

Clark wondered if it was creepy that the outfit she selected for him was already tailored to his exact measurements...

After Clark emerged from the changing room, they moved out into the open mat area, and Leo explained what they would do next.

"We'll do a light warm-up and then work on sparring _without_ your powers. I want to teach you some skill to go with all your strength — given the trouble you and Miss Sullivan get up to, you may find it useful. It should help you in combating other opponents that have powers too. It'll give you an edge."

Clark frowned slightly. "Usually, all I have to do is tap someone a little. Most people are pretty fragile."

She nodded in acknowledgment. "It should also improve your flexibility and refine your body control, making you more effective and efficient in some of your rescues at accident scenes."

Clark just nodded and copied Leo's warm-up routine. They did some stretching, before Leo had Clark run through a regimen of pushups, pull-ups and crunches —she started him with twice the number of repetitions as she allotted for herself to warm up. It was just a baseline to start from, until she could more accurately gauge what Clark's capabilities were.

This was no big deal to Clark as he could bench press the family truck without breaking a sweat.

After warming up, Leo began to instruct him in several different fighting stances; she was patient but also demanded perfection. Clark picked it up quickly enough though and gained the patented Luthor smirk of approval. The morning quickly passed as Clark landed on his ass more times that he could count. He couldn't believe how deceptively fast Leo could move.

Leo decided to confine Clark's instruction to low-impact forms that stressed throws and evasion, like judo and tai chi. Although she really wasn't that familiar with those forms, she knew them well enough to pass on some useful techniques to Clark. It would be far too tricky to have Clark practice hi-impact forms that stressed punches and kicks, like karate, which Leo was actually the most versed in. Even if Clark didn't use his powers, the risk that Leo would accidentally shatter her own fist or foot against Clark while sparring made those forms too dangerous to practice with him.

Absorbing another punishing throw, Clark rolled forward onto the balls of his feet, his natural bounciness returning full force. Sudden energy came from everywhere at once, filling him up until all he wanted to do was run and laugh and jump and play like a large puppy with a new toy as he grinned at her widely.

While he still had to remain careful in restraining himself, it was a relief to finally be open and honest about them with someone for a change — especially with Leo. No more lying, no more pretending. He felt... free. Or, at least, as close to the sensation as he dared. "This is great! What else can you do?"

"Lots of things," Leo answered facetiously. She studied him for a moment, then held her hand out and grinned at him. _That smile of his was infectious_. Clark actually bounced this time, rising up on his toes and then back down again.

His smile broadened, "You can't hurt me, Leo. If bullets can't hurt me, nothing you throw at me will." Clark moved forward, until she could reach out to grab him, and then waited. Natural exuberance and good humor practically vibrated all around him.

Leo tipped her head back to return his smile before settling her hands on him again, "Okay then," she acknowledged. She spun suddenly, using her momentum to toss him to the mat yet again.

Clark hit the mat and rolled, coming easily to his feet. In the blink of an eye, he was right in front of Leo again, laughing. Such light bantering and physical foreplay with someone whom he didn't have to hide anything from was exhilarating, making Clark even bouncier. "Again?"

Leo looked up at him with wide eyes and then began to laugh. "Again? You know, you're the first person who's ever _asked_ me to throw them around," she said between breaths. "Oh...okay, again." She turned them around so that her back was to the clear space and grabbed hold of his arms. Leo dropped to the ground backwards, rolling her hips up and using her legs to throw him again.

_Might as well practice my moves at full speed. _For all the complications, there were certainly benefits to sparring with an invulnerable partner.

Once more, Clark absorbed the throw and rolled across the mat. He bounded up, wiping his hands on the back of his gi. Only next time, when she reached for his sleeve, he set his feet and concentrated on staying right where he was - just to see if shifting his center of gravity alone would work.

Leo could feel the difference immediately when he started resisting. "Fighting back, are we?" This time, throwing him took far more effort. But she had more experience and was able to throw him once again, although it required all her strength and concentration.

She reached up behind her head to pull her hair back into a tighter ponytail while Clark got to his feet. Leo was beginning to enjoy herself immensely; as far as she was concerned, any excuse to lay her hands on Clark was always welcome.

Clark took note of what she did, and when he got back into position, he shifted his weight on one foot. That shift changed the balance of everything, and when Leo grabbed for him again, she was the one that got thrown this time.

He tried to be as gentle as possible. Even so, she still ended up slamming against the mat — _hard. _

"Ungh," Leo shook her head as she rolled to her feet, suppressing a visible grimace. _That's going to leave a mark._ "You didn't even have to think about that, did you?" She tilted her head, looking into his eyes as she returned to his side. His eyes were shadowed, his earlier joy clouded with worry.

Sensing his anxiety, she immediately calmed them. "You can relax, though. I'm fine. I know how to move with a fall and I'm a lot less fragile than you'd think. I don't doubt you could break me in half, but it's going to take more than that to really shake me up. Okay?" Reassurance was important, she could tell from the look on his face.

Clark nodded, grateful she wasn't injured. He was trying to be very careful. They squared off again. However, when Leo grabbed his sleeve for another throw, Clark grabbed her shoulders this time, causing them both to end up on the floor. In a quick burst of super speed, Clark carefully ensured that he landed on the bottom, so that he absorbed the brunt of the fall — which left Leo lying across his chest.

"You _are _quick," she chuckled softly. "I'm glad you're on my side." Leo lifted her head to look at him, but otherwise lingered where she was. She really didn't want to move just yet, even though her conscience was telling her that she should. For her own safety, if nothing else…

The feeling of her lying on top of him brought everything he'd felt before slamming right back. Clark could feel himself hardening, the sudden need singing under his skin as Leo's hard nipples pressed against his chest. He brushed a stray lock of hair from her eyes, not daring to speak.

If he did, he'd probably say something childish and stupid. Something like 'please'... or 'can I'... or 'God, all I want to do is kiss you'. Her steely eyes returned his gaze, sweeping over every single detail. Her silent study of him was unnerving, especially when she was straddling him like this. Sometimes, Clark wondered if Leo was the one with the x-ray vision — and that thought was enough to make him squirm...

Slowly, tentatively, Leo reached out and ran her fingers through Clark's hair. It was smooth and soft, and she found herself repeating the motion. It was both soothing and exciting... and was something that she _could_ do, as opposed to most of the things that she _wanted_ to do but couldn't. Or more accurately, shouldn't.

She closed her eyes to stifle her desire and, other than the motion of her hand, held completely still. Leo silently struggled a moment with herself, trying to regain some measure of control.

If Leo really wanted him to keep the semblance of his innocence any longer, a change of subject and focus was in order. Fast. "Now... why don't we focus on some of your other attributes."

Forcing herself off Clark, she lent him a perfunctory hand up, and they both stood, facing each other.

"It's been almost three weeks. Have you had much opportunity to practice your heat vision?"

"Heat vision?"

Leo playfully lifted her eyebrows. "That little performance in my bedroom? Don't tell me you've forgotten already."

Blushing, he replied, "Yeah, I've practiced a little. I think I can pretty much control the eye lasers now, without even having to think about…um, well, you know…"

"_Eye lasers_?" she smirked mockingly.

"What?" Clark pouted indignantly, "Eye lasers sounds pretty cool. Or maybe death glare, or…" She sent him a look and he amended, "umm, heat vision sounds good."

"Thank you." she replied primly. "And from this point forward, I hereby reserve naming rights for any other future powers that start manifesting themselves. Now, back to the _heat vision _— you're sure you have it reasonably under control?"

This was actually her biggest immediate concern and the main point of today's practice session. Not only was it the newest of Clark's abilities, and potentially the most destructive, but Leo could never touch Clark again, (at least, not in the way she wanted to) until he fully mastered it.

"Positive. It wasn't too big of a deal, getting it under control," he replied modestly. Well, not so hard to control after sacrificing three fence posts, a scarecrow, and a mailbox.

"Good!" Leo replied brightly, turning to retrieve a couple items that were lying unnoticed in the corner. "Let's put that assumption to the test." She then placed a tall metal box in front of him.

"Let's see how well you control your heat vision. Cut the top off this box."

"Are you sure that's a good idea? I mean, I can control it pretty well now, but we are still indoors, and…"

Leo shook her head as she cut him off. "It's all right. I had the floor mats and wall padding in this dojo replaced with materials that are specifically flame retardant."

Donning his wounded puppy-dog face, he was hit by a pang of guilt. "I'm sorry to put you out. You really didn't have to do all that."

"It was no trouble," she answered with a thin smile.

In fact, her modifications to the dojo was just one of several projects she had initiated since Clark's revelation, including the additional security measures and new lead shielding around sensitive areas - like her private vault in the east wing, Level 3, and Cadmus Labs. Forcing her wanderings away, she turned back to the task at hand. "It's really no big deal, Clark. Now quit stalling. Cut the top off this box."

Acquiescing to her command, Clark focused his eyes on the box, and his eyes turned red as he sliced off the top of the box. _Easy._

"Now, try burning the paint off the whole box, but without melting the box."

Clark focused his eyes again; this time not concentrating so hard and focusing on the whole box. At first, he started melting it before he quickly adjusted. He slowly burned the paint off the box, leaving the lower half un-melted.

Leo raised her eyebrows in surprise. This was a far greater degree of precision than she had expected.

_What he could do with just a little more practice._

"Good." Leo said. She pulled something out of her pocket and set it down on a small table beside the box. "This is an industrial thermometer. Try using your vision to keep the display showing a constant temperature. It will take some abuse, but you'll have to be careful, like you were with the paint."

Clark once again focused and watched as the LCD showed the temperature rise. As he struggled to keep the temperature at one hundred degrees Celsius, he managed to keep the display reading constant for over five minutes.

"You can use this exercise to build your heat vision stamina. Now for the fun part; melt the box down to slag."

Clark grinned at her; every guy liked to destroy stuff. He mentally turned his heat vision to 'High,' and the box quickly melted like ice on a hot stove.

For all her awed wonder, Leo couldn't help an amused grin of her own.

_Sometimes, Clark is such a boy._

But most importantly, she knew he was _her_ boy. The thought made her feel overjoyed but also tremendously selfish. In almost every way that mattered, he was hers now, and no one was going to take him away from her. Ever.

-----------------------------------

Leo slid her identification card through the slot, frowning impatiently while the computer processed her code, correlated it with her password, and finally sent the necessary signal for the door in front of her to open. It was just one of many upgrades she had installed at Cadmus Labs in recent weeks, located beside an otherwise bland office park on the far west side of Metropolis.

Entering the secure wing, she quickly came upon the stooped, gray-haired, balding figure at his desk, chewing on the end of his pen as he stared absently at a restrained figure in the next room through a glass barrier, like a display in some freakish museum.

"Ms. Luthor," Dr. Cecil Sutherland acknowledged, angling his chair toward her as she entered the lab, "I wasn't expecting you to show up so quickly."

"How's his condition?" she demanded curtly, glancing over the charts laid out on the table as she spoke.

"Continuing to deteriorate. He's still emotionally unstable, and the tremors have gotten progressively worse. We've restrained him to the bed for his own protection."

Leo had already been informed of Dr. Hamilton's erratic behavior and violent trembling episodes before arriving — the tell-tale signs of meteor rock poisoning. He had already assaulted a lab technician several days before. Unfortunately, his overexposure to irradiated meteor rocks from his research had come before her conversation with Clark and the installation of the new containment fields. Apparently, Dr. Hamilton's disregard for proper safety protocols had not improved since Smallville. This time, his sloppiness had cost him his health. When he began manifesting noticeable symptoms, she ordered his immediate confinement until she arrived on the scene to assess the situation personally.

"His symptoms are remarkably similar to those in the Jenkins' file," Dr. Sutherland observed, "It's a pity you couldn't obtain the cadaver. Examining tissue samples from a more advanced case would've been informative."

"It couldn't be helped, doctor," she replied tersely. She'd tried to procure Earl Jenkins' body after he died, but some obscure medical research facility managed to scoop him up first. Although she had no proof, Leo had a pretty good idea about _who_ was behind it.

The real question was '_why'_?

"I suggest you take advantage of this opportunity and harvest as many tissue samples from him as possible."

Dr. Sutherland frowned. "We've tried, but he's refused to grant us consent after we confined him. I'm not sure where that leaves us."

Leo rolled her eyes at the man's 'conscience', answering, "Just continue treating him the best you can and gather your samples. After your analysis, all results and conclusions are to be forwarded to me personally, and me alone."

"Ms. Luthor, this facility isn't a hospital, and we can't just hold him indefinitely without his consent - much less treat him."

"His consent is irrelevant — he did this to himself. There's nothing a conventional hospital could do for him anyway. Collecting those samples for study is the best path we'll have to finding a cure for him."

"Isn't that false imprisonment?"

"That's funny, Dr. Sutherland. I wasn't aware that you had a law degree," she sourly replied. "Don't worry about the legal ramifications. I've already taken care of it. Just worry about your own job." Making Dr. Hamilton disappear had been relatively easy. He was a hermit — no wife, no children, no romantic attachments, and no friends. According to her investigators, his only surviving relative was a brother whom he hadn't spoken to in years.

"Damnit, I'm not just your employee!" Dr. Sutherland exclaimed. "I may be a researcher, but I'm still a licensed M.D. I have an ethical obligation…"

"We all have ethical obligations to observe, doctor," Leo cut in abruptly. Fixing him a hard look that nearly made him flinch, she darkly added, "For example, _I_ have an ethical obligation to report persons who download child pornography on their personal computers, but we all have our crosses to bear."

At the site of his ashen expression, Leo knew this would be the last protest she would be hearing on the subject. Leo loathed sharing the same air as this degenerate, but she needed him for the moment — both for his professional expertise and his guaranteed silence.

Secrecy was vital. All the research in this secured section pertained to Clark, the meteor rocks, or both. She didn't want anyone else making the connection between Clark's vulnerability and the meteor rocks — she would never allow someone _else_ to hold such leverage over him.

While ordinarily content to buy silence with money, Leo had found the combination of money and blackmail to be far more effective at insuring silence. On that basis, she'd hired Dr. Cecil Sutherland as her head researcher at the secured "Miscellaneous Projects" wing at Cadmus Labs.

She viciously silenced her conscience on the subject. With such powerful leverage over Dr. Sutherland, she could continue to protect Clark and the secrecy of this project on his behalf. She had Dr. Sutherland's internet access at both his home and work under strict scrutiny, in addition to hiring a private investigator to shadow his movements outside work, to ensure he didn't put anyone in danger.

If he ever strays, even an inch, she wouldn't hesitate to squash him.

As for Dr. Hamilton, Leo had no qualms about leaving him to his fate. He only had himself to blame. Besides, there was far better chance of developing an effective treatment for him here than at any conventional hospital. Confining him here was ultimately for his own benefit.

Leaving the good doctors to their work, Leo retreated to her locked private office in the secure wing. Though not nearly as decadent as her office in the Smallville Plant, the cushy black leather chair and glass table workstation served her needs well enough.

She booted up the computer as she comfortably settled in to inspect the latest analysis of the irradiated meteor rocks. Not even Leo could electronically access these documents outside this facility. To prevent hacking, none of the computers in the secure wing were networked with the outside world. As she waited, she took a moment to regard the two framed photos that adorned the bare desktop.

On the left was a framed picture of Leo and her parents that had been taken when she was born, her father gazing lovingly at his enchanted little princess. A perfect moment frozen in time, before life's demons had swooped down to take his love away and tore her family to shreds.

On the right was a framed picture of Clark and herself, taken after the hostage crisis at the Plant, cradled in his arms and bathed in his sunny grin. Leo vicariously savored the warmth and acceptance she had felt at that moment whenever she saw it. This was a photo she dared never display in the open…

_Enough. _

_Focus._

From what her team had gathered, the basic molecular structure of the meteor rock was fundamentally similar to that of the octagonal disk (and ostensibly Clark's ship). That struck her as odd, since one substance was lethal to him, while the other was not. When Leo had asked her scientists to explain what differentiated one from the other, they spewed a long-winded explanation laden with techno-babble - which told her that they didn't know either.

Annoyance warred with amusement at their attempted double-talk. Apparently, they were unaware that their current employer had earned the Westinghouse Prize when she was 16.

No matter; she would find the answers she sought eventually.

_Another mystery to solve._

However, one mystery she no longer pursued was why she _still_ hadn't told Clark about the octagonal disk.

As much as she cared for him and wanted to help him, both the ship and that disk now haunted her. If both objects weren't essential to determining Clark's origins, she would've taken both the disk and the ship and buried them in a deep, dark hole to never be found again.

They represented the new nightmare that had seized her ever since she'd seen his ship. Turning to the photo on the right, the one of her and Clark, she clung to the comfort and reassurance that only his gentle image could bring.

Most of the time, his goofy smile was enough to lift the corners of her mouth.

Now, she could only grimace. Caressing the framed photo with the pad of her thumb, she brutally reminded herself that all happiness was fleeting — she need only glance at the family photo on the left to remind her of that.

No one would send a small child to another planet alone.

Someone was going to come for Clark to fix that mistake.

Someone was going to come and take him away.

Her old nightmares had been replaced by a new one — a flying wraith with blazing eyes, swooping down from the sky to take him away from her…

Her jaw clenched.

She wasn't a helpless little girl anymore.

She was Leo Luthor.

And now that she finally had a sliver of happiness, she'd destroy anything that threatened to take that away.


	18. threads

**All previous disclaimers apply. Poetic quotation from Lord Tennyson's "Maude".**

**Author's Note:**

**In terms of timeline, these events occur after the conclusion of Angel's series in Whedonverse. Fans of that universe may have to be patient with parts of this section—I've tried to make it accessible for those readers who aren't familiar with it.**

**Also, the update pace I've been updating at will be slowing down from here--the rigors of real life strike again! I will still continue this series, but new updates will likely be coming at a much slower, irregular intervals for awhile.**

**Special thanks to my beta SakuraSaoyoran4eva, SS4EVA, for filling in the gaps of my understanding of Whedonverse.**

**That said, thank you all for reading, hope you continue to do so, and enjoy!**

**THREADS**

At first glance, Mayson Drake was an unlikely candidate to hold a junior associate's position at Wolfram and Hart, which was arguably the most prominent international law firm in the world.

Originally the leader of a gang of small-time thieves, Mayson had once daringly swiped a prominent attorney's briefcase from right under his nose. She hadn't gotten far before his bodyguards hunted her down. Looking back, she should have realized something odd at the start - _who ever heard of a corporate lawyer with bodyguards?_

But rather than take revenge, her would-be victim offered Mayson a job. He was impressed with her mixture of ruthlessness and street savvy. He then took her in, cleaned her up, sent her to night school for her law degree, and made her his right-hand girl.

Though she usually relied on wit and a fountain pen as her first form of defense these days, Mayson could still be very hands-on and was an absolute demon in a fight. Though her recollections of the past remained blurry, she could sense violence as being an integral part of her life for as long as she could remember. Her rough, street-form of kickboxing was her preferred form of attack, and she could easily best any of the firm's so-called "enforcement specialists" in one-on-one combat. She was also an expert with most forms of handheld weaponry and had no problem using them when she had to - an expertise she had wielded on behalf of her firm's clients on several occasions.

The firm's roster of clients included, among many others, such prestigious corporations as Yoyodyne, Weyland-Yutani, Newscorp, and Gothcorp. But it hadn't been long before Mayson soon learned the truth about the prestigious firm, that it was actually the front organization for an ancient cabal of humans, demons, and magic-users loyal to a group of demonic entities known euphemistically as the "Senior Partners".

Mayson derisively snorted the first time she heard this. She was sure it was just some sort of prank or office initiation, to make an ass out of the new junior associate.

Her skepticism quickly died the first time she was asked to draft a contract for a group of Fell Brethren demons, to adopt a baby from an unwed teenage mother for a human sacrifice — some foul up at the L.A. office had occurred, and the deal was forwarded to Metropolis instead.

While she had never actually seen these mysterious Senior Partners, it seemed that they resided in some other unspecified dimension, were major players across several dimensions, and seemed to be an important hidden force just about everywhere.

For reasons unknown to her, it was the overall goal of the Senior Partners to slowly bring about the Apocalypse. To that end, every branch of the firm employed specialists ranging from the conventional (lawyers and accountants) to the exotic (sorcerers and assassins). Not surprisingly, the firm's clientele was equally varied, including clients ranging from mob bosses to corporations, in addition to demons and vampires — _yes, apparently they actually did exist_.

Much to her surprise, it was her fascination with the sheer variety of different clients and work, even more than the money, which kept Mayson Drake devoted to the firm. Working for an employer that was trying to bring about the Apocalypse sounded pretty bad, but that all seemed so remote and far off — _what harm would it be to earn a nice living and enjoy the material comforts that came in along the way?_ Besides, both the firm and its Senior Partners seemed so powerful, so completely entrenched in the corridors of business and politics, who could possibly stop them anyway? What would her refusing to work for them really change?

The firm was her home, her only family. It gave her purpose and a feeling of accomplishment. The firm had taken her in and made her into everything she was today. For granting her such redemption, she owed her employer nothing but total devotion.

So, Mayson contented herself with the satisfaction that came from overcoming the fascinating professional challenges the firm provided for her. If ever an inconvenient pang of conscience threatened, it was easily stifled with a new outfit, a new pair of shoes, or the latest designer handbag she could pick up on her way home to her posh townhouse in the trendy Gallery District.

She was currently pondering the pair of sapphire earrings she had eyed at the Shrek's display window, as part of their going-out-of-business sale, as she stood in Lionel Luthor's office. She stood silently before his desk with her briefcase in hand as she waited for him to finish yammering on the phone and acknowledge her presence.

There was absolutely nothing comforting about Lionel's lair of formica, with its walls of glass and its expansive view of the city. There wasn't even a place to sit - those ridiculous post-modern guest chairs in front of his desk were like medieval torture devices. The sterile atmosphere of the recycled air made Mayson feel as if she were walking into a morgue, and she shuddered as the sound-proof doors shut automatically behind her.

Dwarfed by the window and the cityscape behind him, Lionel reclined back on his throne, eyes trained on her, like a king regarding his lowly servant.

_Blind my ass._ If she didn't know better, she could have sworn the bastard was staring straight through her behind those darkly tinted glasses.

As rewarding as she could sometimes find her job, this was the part she hated most — sucking up to another self-important ego-maniac who thought wealth somehow bestowed him the status of royalty or godhood. This meeting wasn't even part of her professional function as legal counsel or enforcer. In this instance, she was acting as little more than a glorified errand girl.

Still, the elite "whale" clients, like the founder and Chairman of Luthorcorp, usually demanded such specialized treatment.

_Oh well._ For $600 an hour, she could bear the indignity just fine.

After several minutes, the business mogul finally ended his call.

Without preamble, he stated, "You're late. You have something for me?"

Reaching into the front pouch of her case, she plopped the CD-ROM case on his desk.

"This week's transcripts from the listening devices have been uploaded to your account. The disk contains the scanning software you requested. The program is calibrated to select specific keywords, specific voices, or both. If you have any questions or require technical assistance, there's a consultation number in the insert of the disk jacket."

Lionel grasped the case, fingering the thin casing and nodding thoughtfully. "And the other matter?"

"We still have no idea. She's obtained over a dozen survey permits in Lowell County in the last couple weeks, all in the vicinity of Smallville. The stated purpose is for prospective commercial development, but there's no evidence she's ever contacted any architects or contractors for any such projects."

"What's the status of our injunction?"

"As you requested, we've filed a grievence under a dummy environmentalist group. The judge has already granted our TRO, and the hearing is scheduled for next week. We're confident that we'll win."

Lionel's expression remained grim. After reviewing the list of survey sites, he didn't care about the court proceedings — just the content of those lands.

"What actions has she countered with?"

"None, actually. She's not even fighting our current action; not really, at least. After removing the mineral from each site, her resistance seems to have evaporated."

Frowning, Lionel demanded, "What is she doing with them?"

"For now, she's just storing the mineral at the Smallville Plant. She's recently had a ton of new equipment installed over the past couple weeks. Both there and at Cadmus Labs," she informed. Noting his blank expression, Mayson tersely reminded, "I emailed you a manifest yesterday?"

"Where is she getting the additional revenue stream to fund all this?"

"She's not," Mayson replied simply, "whatever she's up to, she's bleeding her company dry to pay for it. At this rate, I don't know how she expects to stay solvent through the next fiscal year."

_'Damn. What's Leo up to now_?' Lionel wondered. The meteor rocks were his lifeline, his last chance for a cure. While he already stockpiled a surplus for his own purposes, that didn't relieve his concern. Simply knowing that Leo was now collecting meteor rocks as well wasn't enough.

The more troubling question was why?

"If there's nothing else, Mr. Luthor?"

Stroking his beard thoughtfully, Lionel tore himself from the burdens of fatherhood for the moment.

He had more immediate needs to tend.

"There is one last item, Ms. Drake," he reminded.

Flipping a switch at the control panel at his desk, a light Italian aria played on the speakers. Averting her gaze, Mayson noticed two glasses and a bottle of champagne sitting on the bar in his office for the first time.

_Oh no. Not that too. _

Lionel smiled. It was a benevolent smile many would find charming. Mayson regarded him carefully, as one might a wild animal if it seemed to be getting too close. He pushed his chair out from his desk, making room for her in his arms and on his lap.

"She is coming, my own, my sweet," he beckoned. "Were it ever so airy a tread, my heart would hear her and beat, were it earth in an earthy bed; my dust would hear her and beat." She dropped her briefcase at her side before coming around the desk, drawn by some animal magnetism she couldn't resist.

While she despised this creepy old man, there was something appealing about his darkness, something about the malevolence lurking beneath his civilized mask that she recognized. It niggled at the edge of her consciousness, but she never could quite grasp it. By some alchemy, her disgust was transmuted to a mixture of sadness and solace when they came together, and it was this potion that somehow made him irresistible to her.

Sensing her proximity after her approach, Lionel reached over to pull her onto his lap. She stiffened at the action, flinching as he touched her.

His hands were cold.

"That's better," he whispered, as he pressed closer still and slowly began unbuttoning her blouse. "It really has been too long."

She knew his office was temperature controlled to be just the right degree of warm and cool, but a cold chill still shot up her spine at his words as if the room had suddenly grown several degrees cooler.

He kissed her cheek, then her throat, and moving his hands down to her thighs as he bent to kiss the breast he'd exposed. She hated him for what he did to her, and hated herself even more for the shivery feeling that rose through her in response.

He'd have her again. She knew it, just as she knew she'd enjoy it…

000000000000000000000000000

After spending months in physical therapy, being poked and prodded by therapists like some invalid, Lionel Luthor relished being in his element again. His body ravaged by old age and an incurable liver disease, rare moments like these reconnected him with the vitality of his youth. When he was in his forties, he'd still thought of himself as a young man, with power and energy that seemed boundless.

But at fifty-six, he was slowly realizing how tenuous the thread connecting him to his youth really was.

Intermissions like these weren't simply the indulgences of a dirty old man — he _needed_ these interludes to secure that precious thread, to feed off the youthful energy she radiated in order to regenerate his decaying shell. His performance as a corporate titan, an entrepreneur, a plunger, an ingenious person was bound up with his sexual vitality. If he lost that, he would lose his power, the sword by which he secured everything.

If he ever lost that, he would lose all he had.

He was already losing his daughter to some juvenile, denim-clad boy toy — a battle he'd never be losing if he were still the man he was a few years ago. When he saw his daughter now, all he could see were his shortcomings as a father. Whenever he lashed out at her, he was lashing out at his own failure. He had failed to mold her, failed to protect her, and failure was not an experience he dealt with well.

He only pushed her because he loved her.

If he didn't toughen her up, someone else would -- past experience had taught him that.

It was because of his doting weakness as a father, when she was young, that had left her unprepared for the gladiatorial arena of life. He prayed he still had the fortitude as a Man and a Father to pass on that strength to his daughter, while he still had time...

Plundering the moaning bundle trapped in his arms, he was that Man again. He had to do this. It was necessary, he knew, in order to maintain his vitality - his daughter still needed him. The petite figure writhing in his lap resented this as much as she enjoyed it, which only fed his ego as he bent her to his will. Rutting away like a crazed dog, drinking the scent of her perfume and the stench of raw lust, the dull ache from his creaking joints subsided, if only for a little while.

For that evening, Lionel escaped the cruel limitations of his ailing body, simply wallowing in all the assurances $600 an hour could buy.

-----------------------------------

"How goes life with our largest client?"

"Still the unchallenged master of all he surveys," she deadpanned.

He arched an amused eyebrow. "You _are_ bad."

Mayson grinned. "You didn't hire me for my looks."

'_No, I didn't — but I certainly could have_,' he thought, stroking his black goatee as he admired the blonde's petite figure. _Attractive, but a bit too skinny_. Aesthetics aside, she had been a valuable addition to the team. He was impressed by the work — both her's and the firm's.

_She still has no idea who or what she really is. __She could be a valuable pawn down the road._

With so many girls running around with the activated "slayer gene" now, it was prudent to keep one available for his disposal.

Though procuring her was a hassle, he was sure that she was the pick of the litter.

"Does he have any suspicions?" he asked.

"None that I can tell," she dutifully reported, "He still believes that Special Services is forwarding him the raw feeds from the surveillance bugs. Other than spying on his kid, most of his attention is on his meteor rock research at Metron Pharmaceuticals. He's probably hitting his knees every night, praying to find a miracle cure."

"Any chance he might?"

Her brow furrowed slightly. "The boys in Research say it's possible, but he'd have to overcome numerous complications…"

As she continued with her synopsis, Nigel St. John couldn't help admiring the thoroughness of her memory wipe and the depth to which the implanted memories held. _Apparently, behavioral modification was also a complete success._ Having himself written into her fabricated memories as her "savior" and de facto father figure was just the _coup de grace_ of the procedure.

He had heard of the impressive memory-alteration work Dr. Garner had done earlier on Angel's boy at Summerholt, but he had never seen the results up close before…

---------------------------

When Nigel St. John had transferred from London to head up the Metropolis office seven years ago, many of his contemporaries at the firm thought he was committing career suicide. While the firm voraciously coveted monetary profits, even money was subordinate to the firm's underlying goal to bring about the Apocalypse.

In that light, Metropolis was a double loser. Not only was revenue growth stagnant, but Metropolis had never been a major hotbed of supernatural activity, especially compared to L.A. or New Orleans. Producing flat revenue growth and providing no obvious advantage in pursuing the Apocalypse, the Metropolis office had been relegated to the back-burner by the Senior Partners. The firm even seriously discussed scuttling the Metropolis branch altogether and simply handling all their mid-western operations directly out of Chicago.

Seven years later, under St. John's wildly successful tenure, the Metropolis office was now Wolfram and Hart's leading profit producer in North America. Of course, the recent catastrophes that befell both the New York and Los Angeles offices had played a large role in elevating the relative importance of the Metropolis office as well.

And both were catastrophes that Nigel St. John had a hand in orchestrating against the firm, however indirectly.

The attack on 9/11 wiped out the firm's New York office, which had been located in Tower 2 of the World Trade Center. Even the Senior Partners were totally unaware of St. John's role in funneling technical assistance and masking immigration records for bin Laden's operatives prior to the attack. The 9/11 attacks served two purposes for St. John; they brought the Apocalypse one step closer and kept other key players distracted (so he could continue operating under the radar).

To that end, he was successful. While the U.S. government squandered blood and treasure raising holy hell in misadventures overseas, the Senior Partners were similarly distracted and left scrambling to replace the loss of their New York office.

As for Angel's recent demolition of the L.A. office, that was more of a useful coincidence that worked in St. John's favor. In that case, the Senior Partners had simply fallen victim to their own hubris. They were completely convinced of the validity of the Shanshu Prophesy contained in the Scrolls of Aberjian, which foretold the restoration of a vampire with a soul into a mortal human being. According to these scrolls, this ensouled vampire was to play a pivotal role in the upcoming Apocalypse.

_At least, that was the interpretation embraced by Angel's pompous underling, Wesley Wyndham-Price --_ an interpretation that the Senior Partners eventually adopted as well.

St. John had nominally disputed that conclusion but was ultimately ignored.

So enamored with the prophesy and so determined to guide the Apocalypse, the Senior Partners had foolishly entrusted the L.A. office to the ensouled vampire Angel and his band of merry do-gooders — the very same management team that had recently betrayed them, assassinating the Circle of the Black Thorn and instigating the recent chaos there.

However, St. John couldn't bring himself to condemn the Senior Partner's error completely. In their defense, they simply didn't have the same insight into the matter that St. John did.

After all, he had written the Scrolls of Aberjian.

Oh, the Shanshu Prophesy itself was genuine; Spike's resurrection seemed to confirm it's validity to his mind, if he understood it correctly. _For all the good that did_ - St. John doubted any of Angel's crew had survived their little futile stunt in Los Angeles (reports were still mixed).

However, there was **nothing** in the original Prophesy that mentioned that the ensouled vampire played _any_ role in the Apocalypse — **none**. That portion had simply been a fabrication on his part. He had originally implanted it to ensnare one of his adversaries, in a time long ago. Despite what most believed, Angelus was _not_ the first vampire to receive a soul.

_Now that vampire, she had been a truly worthy opponent…_

_But despite all her determination and talents, she had destroyed herself in the end._

The moment she allowed herself to be guided by the false prophesy he planted, she was lost.

The Senior Partners running across that same forgery and repeating the same mistake centuries later, to his benefit, had merely been a fortunate coincidence. It never failed to amaze him, the destruction a few ink scratches on a scrap of parchment could cause.

_Never underestimate the havoc wrought from changing one phrase._

To St. John's mind, the written word truly was the human race's greatest achievement. He had seen it transform a scattered tribe of cave-dwelling simians into the dominant species of this planet. For all the flashy powers of sorcerers and the various demonic super-beings, even their powers paled in comparison to that of the written word, power that so many took for granted.

But for all the positive attributes, the written word was also the most devastating weapon man had ever devised. It was a weapon St. John wielded with the dexterity of a samurai warrior. And it was his mastery of this great and terrible weapon with which he would triumph, whether as Nigel St. John or someone else.

His current label had little significance for him; he had held many over the ages - Aberjian, Vander Adg, Khafre, Xerxes. Nigel St. John was merely an identity that was convenient for his purposes now. Even as his names and techniques changed over time, his goal was always the same: ultimate power.

Let the Senior Partners try to bring on the Apocalypse on their terms; St. John was determined to bring it about on his. From the ashes would spring the world of his own creation.

To that end, this master of forgery returned his attention to the file on his desk later that night. It was his long-term pet project, the project that had led him back to Kansas after so many centuries: an obscure Kewatche legend he had altered long ago, about Naman and Segeeth…


	19. Chapter 17

All previous disclaimers apply. Sorry for the long delay!

As always, a special shout out to the greatest beta reader ever, SS4eva -- this chapter would have been an empty shell without her, and this chap is bristling with her ideas.

Thank you to all of you that have taken the time to review – your input is invaluable!

One of the images of Leo that Clark looks up online in this chapter is posted on my author page, if you want a visual.

Any and all feedback is encouraged and eagerly accepted. Enjoy!

Spoilers: Dichotic, Skinwalker

**Chapter 17**

"I believe you'll find my offer quite fair," Leo replied. Indeed, she was offering to buy out Lana's share of the Talon for more than fifty percent above market value. Leo was eager to see Lana leave town -- Nell's upcoming marriage and relocation to Metropolis were the perfect excuses.

"This is so generous," Lana gasped, "But why?"

_To make sure you stay gone._ Leo was sure she had captured Clark's eye, but it never hurt to thin out the competition. "You're more than just a business partner Lana. I'd like to think we're friends," Leo replied. "I thought you could use the money, especially if you're serious about attending les Escoles de Conde in Paris."

Lana was startled. She'd never discussed any of her plans with Leo. "How did you know I was even thinking about that?" she demanded suspiciously.

Whenever Lana frowned, Leo couldn't help being reminded of an angry chipmunk. Leo suppressed the urge to feed her some nuts. "Your Aunt mentioned it to me the other day," Leo explained innocently, "we still talk from time to time."

Reaching over to grasp Lana's arm, Leo gave Lana her best 'sincere' expression, "She loves you and only wants the best for you. In fact, I'd be happy to submit a glowing recommendation on your behalf. With your background, I'm confident you'll be a shoo-in for admission."

Lana blinked. This was like winning the lottery – she was getting the opportunity of a lifetime handed to her on a silver platter! There wasn't really anything left to tie her to Smallville anymore. Aunt Nell was getting married and starting a family of her own in Metropolis, Whitney was off to the Marines. She had lived in Smallville her whole life and she did have a couple of really good friends here, but this was such a golden opportunity…

While it was unpalatable to have _Leo _offering this to her (Lana still blamed her for meddling in her relationship with Clark), did her own personal animosity really matter? _Is this Leo's way of making it up to me?_

Sensing her hesitation, Leo added, "No one would think less of you, Lana, if you wanted to get away from some of the craziness around here." Referencing Lana's latest brush with death probably wouldn't hurt. As Clark explained it to her, a self-splitting meteor mutant named Ian Randall had attempted to murder Lana and Chloe after Clark helped them uncover Ian's duplicity.

"This – this is just so much to process. Can I sleep on it?" Lana nervously inquired.

Despite the iciness of her smile, Leo's voice remained soft and pleasant. "Take all the time you need."

_Oh, she'll accept._ That glazed, starry-eyed expression Lana adopted made Leo sure of that. _What small town girl could resist the glitz and romance of Paris?_

As Lana left the study, Leo began crafting the job offer she would pitch to Mrs. Kent to insure she agreed to run the Talon after Lana's departure. Mrs. Kent's business degree made her more than qualified for the position, and she knew the Kents could use the additional income. Jonathan Kent's pig-headed refusal to accept her help might be an obstacle, but she didn't think it would be a major concern. She wasn't offering charity; she genuinely needed someone to run the Talon, and Mrs. Kent was an ideal choice.

Leo couldn't help feeling rather proud of herself for demonstrating such altruism in pursuing her interests. Lana got to attend art school, Martha would be taking a job that would help support the foundering Kent Farm – everybody would win.

Maybe she wouldn't become her father's monster after all.

'_And if the Kents happen to become dependant on you_,' a small voice in her head observed, '_so much the better_.'

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Disappointment.

That was St. John's first thought upon reviewing the surveillance records for the first time.

_"You can't hurt me, Leo. If bullets can't hurt me, nothing you throw at me will."_

Ordinarily, surveillance tapes installed by Special Services on behalf of clients weren't forwarded to his desk, but Luthorcorp was one of the office's biggest clients. St. John had always found Lionel full of shit, but his chemical / biotech conglomerate processed more of it than any other company on the planet. Empowered by the profits his company produced, Lionel had an uncanny talent for using that money in various new and devious ways. St. John felt compelled to stay informed of Lionel Luthor's interests and activities.

Over the course of the task, he was astounded when he stumbled across the pair he had been seeking since he first arrived in Metropolis.

Naman and Segeeth — the legendary couple that would balance good and evil, the axis upon which the fate of humanity would revolve — **were a naïve farm boy and a neurotic rich girl?**

"_Heat vision?"_

"_That little performance in my bedroom? Don't tell me you've forgotten already."_

"_Yeah, I've practiced a little. I think I can pretty much control the eye lasers now, without even having to think about…um, well, you know…"_

There was no mistaking Naman. The prophesy stated he would arrive in a rain of fire, that he would possess the strength of many men and shoot fire from his eyes. After a little digging, his hunch was confirmed. A local couple had adopted young Clark Kent shortly after the great meteor shower of 1989 through a dummy charity organization set-up by Wolfram and Hart — at the behest of Lillian Luthor.

He'd only caught snippets of their conversations, but he was sure his guess was accurate. St. John silently cursed Lionel for limiting installation of the bugs to the common areas — the study, the dojo, the dining rooms, etc. If he read their conversation right, he was sure he could have caught more if they bugged her bedroom too.

Apparently, even Lionel had limits to what he wanted to hear his precious princess doing.

Well, he certainly wouldn't be hearing any of this. St. John had already alerted Special Services to edit out this portion of the transcript before forwarding it to Lionel. The last thing St. John needed was for the blind fool to stumble into matters that didn't involve him.

With Naman revealed, St. John was also sure he had found Segeeth as well, especially if their intimate tones were any indication. Considering her family's prominent role in Naman's adoption, he doubted it was a coincidence.

However, he _was_ surprised.

Yes, the boy clearly had the makings of a powerful champion. If St. John's estimates were accurate, bullets bounced off Naman's skin. He could bend steel in his bare hands, he could move fast enough to break the sound barrier and could create fire with his eyes. And, if the other ancient sources were true, he would eventually be able to fly. Given time, the boy would mature to become the most powerful entity on this planet — assuming he didn't have that title already.

But Segeeth — _was Leo Luthor?_ It made no sense whatsoever.

Segeeth was supposed to be a formidable adversary with the potential to be either Naman's most important partner or his most intractable enemy.

_How the hell does this flawed and broken child qualify?_

He'd expected Segeeth to be a powerful demon, vampire, witch, goddess, sorceress, or some other super-being — even slayers had enhanced strength and healing abilities. Leo Luthor wasn't even immortal like St. John, who could draw on eons of accumulated knowledge and experience to overcome an opponent.

While Leo was wealthy, cunning, intelligent, and disciplined, she was also completely ordinary. She didn't have _any_ super powers or magical gifts.

She was nothing more then a girl.

Segeeth hadn't been what he'd hoped. A legendary figure shouldn't be so petulant, so tentative and so broken.

He could tell that much from her choice of profession. _Gorgeous women who are born into tremendous wealth don't work for a living – they don't have to._ They were supposed to fill their time attending swanky parties and starring on lame reality shows. Instead, Leo Luthor had devoted her professional life to launching her own start-up company in the unglamorous realm of the agrichemical industry.

To St. John's mind, the only reason a beautiful woman of _her_ socio-economic status did something like that was an extreme compulsion to prove herself, indicating just how internally damaged she had to be if her self-image was that screwed up.

He felt vindicated in his assumptions about her after reading the psychological profile he had compiled about her, a profile that postulated how the trauma from her adolescence – combined with Lionel's unique brand of parenting – had left her an emotional wreck.

_At best, she has some serious "daddy" issues. _

_At worst, she's a borderline sociopath._

Scrolling through the scanned image on his computer, he pondered the translation with those insights in mind.

**Naman and Segeeth. Legendary lovers. Two halves of the same soul. **

**They will battle ceaselessly, bringing balance between good and evil…**

**They will betray and reconcile with one another, again and again…**

**RECORD DELETED **

His lips twisted into a smirk.

That virtual file was the last evidence of the original translation of the Kewatche legend; St. John had personally seen to it. After years of meticulous work, all that remained now was what he wanted researchers and academics to find. From perusing the research documents pertaining to the legends, they all espoused and embraced the altered version he had planted for Naman and Segeeth to find.

From how he interpreted the original translation, it seemed their romance might have actually succeeded in the long run, albeit with a few requisite bumps along the way. A union between the two would bring peace, prosperity, utopia – and an end to everything St. John had spent an eternity working towards. Since St. John wanted to ensure they wound up at each other's throats to create the mayhem he needed, he felt compelled to give them a little push in that direction.

_A small push is probably all that's necessary anyway._ All he needed to do was plant the seed of doubt; from there, he was confident that they would do the rest of the damage on their own. It was an old tactic, but the old ways always worked best.

_Never underestimate the havoc wrought from changing one phrase._

Now all he needed to do was find a way to have them discover these fabricated legends for themselves…

------------------------

_To: Nigel St. John_

_Per previous interoffice memo, have steered Luthorcorp suburban office park project away from Grandville and toward Smallville, as instructed._

_Smallville site located atop Native American (Kewatche) cultural/historical site. Anticipate heavy activist resistance upon commencement of construction. Please advise._

_Regards, _

_M. Drake_

--------------------------------

Dust showered both Kyla and Clark as the cave shook, a deep rumbling reverberating through the cavern from above. Kyla adjusted her footing on the ledge she was perched on, checking her climbing harness accordingly. "Luthor's bulldozers," she called out with disgust, "It's been happening all week."

Clark frowned with concern. "I don't know if it's very safe for us to be here right now."

"Oh, Clark, get up here!" she exclaimed, ignoring his warning, "You have to see this."

Clark positioned his flashlight on the ground, aiming it at the wall, before he climbed up to join her. When he reached her, he asked, "What is it?"

Kyla grinned brightly at him with child-like enthusiasm. "It's Segeeth. She's Naman's first love – the one that betrays, his treacherous lover," she explained, indicating a crude drawing of a creature with two heads, "Legend has it, one day she'll turn against Naman, and together they'll be the balance between good and evil."

A bright flash lit up the cave as Kyla took a picture of it.

As Kyla worked, Clark noticed another drawing of what looked like a woman with a turquoise diamond covering her torso and golden horns over her head. "Who's that?" he inquired curiously.

Blushing slightly, Kyla answered. "It's the woman Naman's destined to be with." When she reached over to finger the drawing thoughtfully, Clark noticed the same turquoise diamond-figure on her silver bracelet. When Kyla noticed where Clark's gaze had settled, she explained, "That was handed down through the women in my family. I don't even know how old it is."

Suddenly, the cave shuddered as a violent rumbling knocked Kyla off balance, which caused her to fall off the wall.

"Kyla!"

Shifting into super-speed, Clark was already at ground level to catch her by the time she reached the bottom. But before Kyla could ask Clark how he had managed that, a large rock fell toward them. Acting purely on instinct, Clark quickly laid Kyla flat on the ground and covered her body with his own to shield her from the falling boulder, which shattered on his back. They locked onto each others eyes.

"How'd you do that?" she demanded breathlessly.

Clark then averted his eyes, shifting nervously. "Just adrenaline, I guess?" he supplied anxiously as he rose and helped her back up.

Kyla frowned. "No, yesterday you didn't have a scratch on you and... What, you shoot fire out your eyes too?" she sniggered playfully. However, she quickly stopped when Clark nervously turned away from her. "Oh, my God. I was just joking! You-- you really are Naman!"

He turned back towards her. "Look, I don't know what I am…" he hurriedly stammered. And he probably would have kept babbling, if he hadn't noticed the strangely placid expression on Kyla's face. He threw a confused look in her direction. "You don't seem very freaked out."

A look of understanding and empathy filled her expression as she earnestly stepped towards him. "Because I know what it's like to be different," she replied knowingly, placing her hand on his chest. "Clark, it's okay. Maybe this could explain everything I've been feeling the last few days with you."

He shook his head slightly. "There are a lot of things about me that I can't explain," he replied, backing away.

But Kyla stepped toward him again, closing the distance faster. "Clark, you don't have to. I grew up around a lot of things that seemed unexplainable," she commiserated softly, a smile dancing around her lips.

As she drew closer, Clark's heart did a quick flip – _what's she up to?_

He watched her face warily as she came closer and clasped his arm, halting his retreat. She then wrapped her arms around his neck and pressed herself against him. Despite the forwardness of her action, her touch had been so light it sent a frisson of excitement through his body and now she was so close he could smell her perfume.

Eyes widened, Clark stammered, "Yeah, but I'm…"

Placing her finger on his lips to silence him, her eyes sparkled as she looked up at him. "You try and use logic and reason to try to make sense of it, but sometimes you just have to give in."

Clark soon found his arms around her and they were locked in a fierce, passionate, groping kiss. Bodies pressed tightly together, lips to lips, hands roaming feverishly as they drank in each other's scent.

"Mmmmmmh," he murmured as her arms wrapped around his neck and she unbuttoned the top button of his shirt, dipping her hand down his now open collar to brush across the center of his chest.

Once he was sure that he had his enthusiasm under sufficient control to avoid accidentally crushing her or setting her hair on fire, Clark became aware of the stiffening in his jeans and the sensations spreading through his gut. As far as he could tell, this wasn't nervousness or fear. What he was feeling was…_desire._

Good old fashioned, red-blooded male desire.

And why wouldn't he feel desire in this situation? A hot raven-haired girl was massaging his chest while her warm tongue caressed his. If _that_ didn't inspire desire, he had way bigger problems than being an alien.

"Mmmmm," she moaned from somewhere deep within her chest.

Clark took her encouragement and deepened his kiss, sending his tongue on an exploratory search of her welcoming mouth. He'd certainly gotten to this point before.

_No uncharted territory here. I can handle this. Yup, nooo problems._

The churning in his stomach stilled a bit, and he focused on what he was feeling. Overall, he had to say he felt…pretty good.

_Yes, this definitely feels good. Those cave painters sure make great matchmakers…_

She was warm and soft, rubbing seductively up against his body and pressing herself into all the right spots. Her fingers stroked the hair at the nape of his neck, then moved forward to the top of his shirt. Deftly, she undid the rest of the buttons, sliding her cool little hands inside the soft cotton fabric of his undershirt and around to caress his bare back.

_Whoa! _While he was far from naked, he suddenly felt really exposed.

He hadn't felt this way since that afternoon in Leo's bed, holding her, tasting her, his tongue fondling the hardened peaks of her pert breasts, her tongue swirling over the head of his penis while she crouched naked on top of him, slurping loudly as her hair tickled his thighs as she bobbed over him…

_Oh my God! _Clark gasped. It exploded from his chest before he could hold it back.

He was kissing one woman while he was thinking of another! What kind of disgusting pig was he? He was using the image of Leo to generate the passion he needed to be with Kyla. This felt so wrong for so many reasons, and he burned furiously with shame.

Forcing thoughts of Leo from his mind, he shoved Kyla to the front.

It wasn't silky dark auburn hair that he was stroking. It was black.

And those weren't stormy blue-gray eyes that were lidded with desire. They were dark brown ones.

His body's responses were the direct result of the gentle caresses and heated kisses Kyla was trailing along his neck and lips, and she deserved nothing less than his full attention….

But he couldn't give it to her.

Their kiss had shown him that there was something between them…but his mind kept wandering back to Leo. Whenever Leo had embraced him, whenever she touched him, the world around him just seemed to spin away.

_Was that the power of real love? Was that why it felt so much more consuming than Kyla's kisses? _

Or maybe he was just exaggerating the whole thing, and the intimacy he shared with Leo was nothing more than a heat-of-the-moment thing. Ever since that afternoon in her bedroom, Leo hadn't never even hinted at any interest in taking their friendship to "the next level" (Pete's phrase)….

_Pete._ Clark's eyes widened a fraction as realization hit. In a lot of their conversations lately, Pete had dropped some pretty heavy-handed hints concerning the pitfalls of "love" and "female best friends". From the pained expression on his face, it was almost like Pete was talking from personal experience…

_Oh jeez, Pete was talking about me and Leo!_ His best male buddy had noticed how he had been trailing after Leo like a lost puppy and was trying to tell him what a deluded idiot he was being! Pete didn't actually come out and call Clark a loser, but all those anvils he kept dropping on his head suddenly made sense to Clark, once he thought about it.

_Maybe Leo doesn't really like me that way at all. Maybe she just keeps me around for amusement – there isn't much to do in Smallville, and no one else in town seems to give her the time of day. _

Then a horrifying thought struck him. _Maybe she just keeps me around because I'm an alien, and she's just curious about that!_ If that was the case, Clark realized how quickly she'd lose interest in him. Other than the whole super-powered alien thing, Clark knew he really didn't have much else going for him, especially compared to Leo.

Clark still remembered how many hits he got when he Googled Leo's name once. Not that he was stalking her or anything; he was just curious.

'_At least I never constructed a shrine to her, like that invisible Palmer kid I stopped last year_,' Clark had groused.

After sifting through some of the entries, he started to see her in a totally different light. She was voted one of FHM's "100 Hottest Women Alive". She had dated a series of famous guys, including the starting quarterback of the Metropolis Sharks. He clicked through pic after pic of teenaged Leo hanging out with actors, supermodels, rock stars…

It wasn't until then that it really hit him – his best friend was an honest-to-god sex symbol.

Alien origins or not, pursuing Leo for a date was pretty daunting for a teenage guy who delivered produce and shoveled manure on the weekends.

_What could I possibly offer her?_

_Leo is a dream. Kyla is real. Warm and receptive and real_. Being with Kyla was nice, very nice, and that should have been good enough for him...but it wasn't, and Clark couldn't keep making out with Kyla like this while he was thinking of another woman.

Kyla was a real person with real feelings that deserved his respect. Kyla wasn't just some object for him to use for his own gratification; she deserved better.

Ripping himself from her embrace, Clark backed away and hurriedly buttoned up his shirt as Kyla was left flushed and panting.

"Clark, what's wrong?"

"I'm sorry," Clark sputtered, "I-I just can't do this."

Her eyebrows knitted together in a frown. "But I don't understand. Everything was fine just a second ago! What's stopping you?"

000000000000000000000000

Leo was on her cell phone at the desk in the mansion's study when Clark strode into the room, unwavering determination radiating off of him.

"Leo?"

"I'm going to have to call you back," she said into her phone before hanging up. "Clark, is everything all right?"

Clark shook his head. "I need to raise bail money for Joseph Willowbrook. He's being set up, I think, by Luthorcorp."

Clark tried to ape Leo's neutral expression and keep his tone business-like. This wasn't a social call. He had actually been avoiding Leo for the past several weeks, ever since his gift-giving debacle with her a little while back. It had taken him awhile to work up the nerve to approach her like this after that humiliation, but he had no choice. Leo was the richest person he knew, and he needed to enlist her help.

Leo masked her surprise at the strength of his conviction and the boldness of his accusation. "That's a pretty serious accusation, Clark. Don't get me wrong, I'm impressed by your conviction, but going head to head with my father?"

She quirked a skeptical eyebrow. "You're a little like David trying to slay Goliath."

"Where do you stand on this?"

'_Uh oh,_' Leo thought. Clark was clearly charged up over this issue, but she didn't think he had any clue what taking on her father would entail. "Any culture that's left a legacy that would endure for centuries has earned my respect, Clark, but I'm afraid it's a losing battle." She stood and picked up some books from the desk and started to put them away in the upper landing of the study.

"But didn't David beat Goliath?" Clark challenged, looking up at her with those hopeful puppy eyes.

After re-shelving her books, she came to the railing to look down on Clark, her face chiseled into a sharply piercing expression. "Your newfound advocacy wouldn't have anything to do with an attractive doe-eyed crusader, _would it_?" she asked darkly.

Clark's silence and bashful expression as he averted his eyes answered her question.

"_Your mother _told me about Kyla," Leo coldly stated. It was practically an accusation.

"She's just a friend," Clark lamely offered. _Not to mention the latest person to be in on my secret_; but somehow, he sensed that this was probably not the right moment to share that detail with Leo.

"_A friend_," Leo repeated evenly, eyes narrowed in suspicion.

'_Well, almost,_' Clark thought. That kiss they shared was certainly very friendly….

Like Leo, Kyla hadn't freaked out when she found about his powers during that the avalanche in the cave. While Kyla's acceptance of him didn't blunt the pang of guilt that gripped him, he'd still enjoyed her kiss at some level.

But _unlike_ Leo, Kyla was a girl that was approachable. Sure, Kyla was hot – her shiny dark hair, petite figure, and olive complexion would have given even Lana a run in the beauty department – but at least Kyla was a girl that was his own age and that might actually like him that way.

While Clark still fantasized about Leo way too much to be healthy, he knew he had no shot at her.

Clark was still stinging from her frosty reaction to the present he'd given her last Christmas, at their second Christmas brunch together at his house. He had given her a shiny walnut music box – when it opened, you could see the gears grinding inside through a tiny glass cover, and it contained a hidden purple felt-lined compartment. The tune it played, "Chances Are", was the song he and Leo had first danced to at the Talon's Grand Opening.

It was his way of showing her how much she meant to him, his way of telling her that he wanted to be more than friends.

Not that Clark was naïve or stupid about it. He knew Leo'd had seen a lot of guys, and that maybe what they had shared in her bedroom may not have been that big a deal to her.

But it was a big deal to _him_. And that present was the only way he could think of to tell her that.

In response, Leo politely thanked him and excused herself to get some egg nog.

She _thanked him_. No kiss. No hug. Just a "thank you" and an oddly blank look on her face.

Clark couldn't stop kicking himself for being such a dork. So he'd put together some childish toy in shop class – one that played a tune they'd danced to just once – _and what_? He'd expected her to swoon? _Man, I am such an idiot._

Or, even worse, she probably knew _exactly_ what his present meant, and she just didn't want to hurt his feelings by telling him what a loser he really was….

"Leo, please, can you help me with the bail money or not?"

_Leo, please, can you find a way to love me?_

Clark tried not to sound as pathetic and desperate as he felt. He needed to move on; moving on would have been the healthy thing to do, the sensible thing to do.

The problem was, Clark didn't know how.

Nor did he want to.

Coming back down the stairs, Leo's expression softened somewhat when she met Clark down below again. Although she was answering Clark's surface question about the bail money, she had fully understood the unspoken one as well.

She softly answered both: "I'm sorry, Clark."

As she watched the semblance of his hopeful façade crumble, Leo's own momentary guilt suddenly triggered a flash of resentment. _How dare you make me feel this way? I didn't do anything wrong!_

With more bite than she intended, Leo added, "I don't make it a practice to bail out alleged murderers." _Why not crawl to your new little friend for help?_ It wasn't like she was being petty – her stated reason was perfectly valid.

Really.

Clark looked completely crestfallen. Then, his face suddenly brightened as an idea seemed to pop into his head. "Well, maybe I can get you to change your mind."

0000000000000000000000000000

"Not that I don't find the dank stench of a cave invigorating, but what does this have to do with Joseph Willowbrook?" She silently cursed when one of her heals got caught in a small crevice — she knew she should have switched to flats before coming here.

Moments like these made Leo resent the amount of influence this big goofy alien almost-a-Greek-god farm boy had over her. It reinforced the importance that she not allow anything with him beyond friendship – if she ever did, she knew she'd lose herself completely.

As it currently stood, all Clark had to do was ask, and she would gladly hand her body over to him to use as he pleased. The amount of influence he wielded over her was truly unnerving to her….

When she had first opened Clark's music box last Christmas, she'd almost burst into tears and declared her undying love for him in his parent's living room.

Leo was now officially in hell.

She couldn't pursue a relationship with him – her remaining shred of decency prevented her from corrupting him anymore than she already had.

But she couldn't just let him go, either – she was far too selfish to ever tolerate another woman touching him….

"I wanted you to see them for yourself," Clark patiently explained, mentally battling to keep his composure as the soft scent of vanilla wafting from Leo enchanted him. "This is what Professor Willowbrook wants to protect."

"Incredible," Leo commented softly, noting the intricacy of the two-headed monster image on one of the walls, each head turned toward the other, angry and snarling. "These may be more impressive than the caves at La Scalle."

Encouraged by her response, Clark replied, "Joseph and Kyla are trying to get a team down to authenticate them."

Leo cocked a suspicious eyebrow as she called over her shoulder, "So you're doing all of this for some cave paintings?"

"I'm doing this because I think it's important for people to understand their past."

Clark's appeal made sense to her. Given his ignorance about his own origins, Leo could understand how he would be swayed by the dilemma of someone else in a similar plight – that was just the kind of caring person Clark was. "Looks like a fascinating story," she grudgingly acknowledged. Then she turned back towards Clark, fixing a skeptical look at him. "Clark, are you sure there isn't anything else you're not telling me?"

"Leo," he earnestly huffed, "I already told you, there's nothing going on between me and Kyla." His words were laced with a slight melancholy – he almost wished he did feel that way about Kyla. Instead, he was stuck mooning over his best friend from afar.

"That's not what I meant," Leo protested, annoyed at the relief she felt at hearing Clark say that, "I just want to know what I'm signing up for before I bail out someone accused of murder. It's not an unreasonable request."

"There's nothing else to tell," he pleaded. He briefly considered sharing some of the legends about Naman and Segeeth with her, but swiftly rejected the idea. He loved Leo, but he knew how over-the-top she could get about certain things. There was no telling how she'd react to those legends about him.

_Liar. _

Leo turned away from him – she hated it when he lied straight to her face like that. Her jaw clenched as she fought to contain the angry outburst that threatened. She lov – adored those puppy eyes too much; she didn't want to associate them with his deceit.

Instead, she kept her eyes trained on the light beam from her flashlight, scanning the crude images carved into the cave walls.

"All my life, I've had to second guess the intentions of others," she told him coolly, her gaze momentarily caught by the octagonal groove on the wall. She fingered it thoughtfully, the darkness of the cave disguising her discovery. "I'd reached the point where I'd started to think friends were a luxury I couldn't afford."

Mirroring the image of the two-headed beast image above her, Leo turned around to give him a thin smile. "And then I met you, Clark. From the day you pulled me out of that river, you've been the _one person_ I could trust completely."

Relief flowed through Clark with her words. "And I always will be," he answered, his lips curved into a hopeful smile. He'd known she'd see things his way. "These caves are part of our history. Saving these paintings might be the most important thing you'll ever do. What do you think, Leo?"

And for the first time since they'd met, the tight smile Leo gave him failed to reach her eyes. "You're completely right, Clark. This maybe more important than anything we can imagine." If Clark insisted on lying to her, she would have to uncover the truth for herself – _alone…_

Clark's hearty grin burst even wider at her response. Maybe she was out of his league romantically, but he reminded himself how lucky he was to have her in his life at all. _Everything would work out in the end; it always does._

_000000000000000_

"Leo!" he barked, causing her to quickly snap her laptop shut. His blindness made this unnecessary, but old habits died hard. "Have I done something in the recent past to offend you?" he inquired.

"There are so many ways I could answer that question, dad," she quipped.

Perturbed, Lionel clenched his jaw before continuing; "I am referring to the fact that you have posted bail for a man who allegedly murdered my foreman."

"Don't tell me you're afraid of an old man," she taunted.

"I'm sure you know that this project has become a public relations disaster, but now you have added an entirely new angle for those damn tree-huggers to exploit," he informed her, sitting on the other side of the desk where she was working.

"You're right about the PR nightmare," she casually observed, "but perhaps we can still give this a positive spin."

That drew a raised eyebrow from her father. "Is that your cryptic way of saying you've reconsidered becoming an investor in this project, Leo?"

"No."

Lionel smirked knowingly. "No."

Leo got up and walked around the desk to stand behind her father. Firmly kneading his shoulders with a soothing backrub, she continued, "I'm offering to take this project off your hands entirely. I'll match dollar for dollar what you've sunk into the complex."

Lionel's posture immediately stiffened. Generosity and kindness always provoked his suspicion – especially when they came from his offspring. "Buy me out? What advantage would you get out of such an impulsive act?"

Pausing her father's backrub, she sighed. "The satisfaction of seeing a local treasure preserved forever."

Lionel chuckled mockingly at that. "I know you too well to believe you've become an activist, Leo. Charity isn't in your blood – _believe me._" Then he paused. "There is something about that land that is extremely valuable. And you know what it is," he shrewdly observed.

He was right, but Leo wasn't about to acknowledge that to him. Feigning exasperation, she withdrew her hands and returned to her seat behind the desk. She was tempted to bolt from the room and seek peace elsewhere, but she wasn't about to allow him to claim victory by chasing _her _away.

"Honestly, dad, maybe you should consult a specialist to examine you for paranoia. I understand it's an early symptom of senility." Leo knew how vain her father could be – targeting his insecurity over his age and potential infirmities seemed her best bet for regaining command of this conversation.

Instead, her verbal jab provoked the opposite reaction. Lionel's posture actually relaxed slightly as he analyzed her response. _She didn't deny finding something; she merely evaded the question._ _Good girl – never tip your hand to an opponent._

Case in point: Lionel still hadn't told her his sight had returned.

"So, I suppose the rumors floating around town about my only daughter cavorting with minors is just a figment of my imagination as well?" he replied sarcastically.

"I don't 'cavort' with anyone," she snapped, "and since when have you ever cared what I do with my personal life?"

Lionel mentally shook his head at her response. _After all these years, she still can't let that go._ It had been a long time – _she has to learn to move past such things if she wants to go anywhere in life_. "So the rumors about your affair with the Kent boy are unfounded?"

Leo felt her jaw clench. _So this is his new vector of attack_. "First of all, he's a friend of _mine _and I have no need to justify our friendship to anyone. And second, that 'boy' just happens to have saved my life."

"Twice," Lionel pointed out.

Actually, it was more than that, but Leo felt no need to point that out to him.

Rising from his chair, Lionel then moved around the desk and leaned against the credenza behind Leo. It was a calculated move; it placed him where he could watch his daughter better, to observe her body language. But in order for Leo to view him, she would have to turn around and therefore appear interested in the conversation. "Isn't that correct? He was the one who pulled you from the river, when you were foolish enough to drive your car off the bridge. And lest we forget, your foolish bravado at the Plant."

"All in yet another vain attempt to gain your attention, right, dad?" Leo asked in annoyance.

"I have no idea why you do the things you do, Leo. If I had those answers, I'd rule this planet. Possibly the universe."

Leo refused to turn around, refused to give in to his game. She opened the screen of her laptop again and tried focusing her attention on the email in front of her.

"I hear you've been seeing a lot of this boy lately," Lionel continued, keeping one eye on her body language and the other on her email. "Is there any particular reason why?"

Leaning back in her chair, Leo took a few breaths to calm herself - a trick taught to her by one of her many counselors growing up - then half-turned her head. "Because he happens to be my friend. Something that I don't expect you to understand."

Lionel grunted. "We're Luthors, Leo. We can't afford to have _friends_. You certainly can't - especially with fifteen year old boys."

"He's sixteen," Leo commented quietly, knowing it was really pointless to say anything and wishing she kept silent.

"It won't be easy to bury charges of statutory rape in a town like this, Leo," Lionel noted. _What is she thinking?_ Having a fling was one thing -- seriously pursuing a relationship with this boy was a completely different matter. She was destroying any chance she'd have to make a suitable matrimonial match in the future, doing further damage to her already infamous social reputation. The easiest avenue to expand the business was through marriage – Lionel could think of at least a dozen wealthy, socially prominent suitors that would be acceptable.

Not that he found any of them truly worthy of _his_ daughter, but at least suitable.

"Since when have you ever bothered raising those types of charges before?" she retorted.

"_That_ was a completely different set of circumstances," Lionel said defensively. In fact, he _had_ dealt with that situation on her behalf; the manner in which he had dealt with it had been for the best– her self-destructive antics aimed at revenge had been completely unnecessary. As much as he tried, Lionel still couldn't look at Leo the same way again afterwards. "This is a separate situation. Corporate managers who spend their free time seducing underage school children don't exactly inspire confidence amongst prospective investors or members of the board. "

"We're just friends, dad," Leo repeated.

"Friends!" Lionel snorted.

Leo sighed. "That's what I said. Or is your hearing starting to go too?"

Despite his daughter's jaded outlook, he had originally shipped Leo off to this small hamlet for her own good. After thoroughly humiliating the Luthor name by whoring herself to every sleazy male socialite in the city, Lionel had hoped the relative isolation of the country would be sufficient distance to protect his daughter from the lascivious playboys that preyed on his daughter's appalling neediness for affection.

While he privately regarded her academic and professional accolades with pride, he was certain that her tendency to cling to any male who showed her kindness would be her undoing. Leo was destined for great things – such foolish sentiments would only distract her. Much to his dismay, it was the one weakness he found with Leo that he could never fully eradicate.

"Don't get cute with me," Lionel warned. "You can't afford this. I know there's a shortage of eligible bachelors in these parts, but your reputation among the press and the community isn't strong enough to withstand a scandal of this kind." _Damnit, why did she have to be born a woman?_ After putting up with all Leo's feminine moodiness, dealing with a son would be so much simpler; unloading unwanted mistresses was just a matter of jewelry. He personally preferred diamond earrings as a farewell gift…

"What are you going to do?" Leo sneered. "Send me off to boarding school? Banish me to the ends of the earth? Oh, wait. You've already done both," she observed, giving in to the impulse to turn and face him, wishing he could see the withering glare she was leveling at him, "Besides, I don't work for you anymore."

Lionel's expression hardened as he leaned towards her to make sure she heard. "The decisions I make are based on what is best for your future, Leo. I refuse to stand by and watch you throw away your life and everything I've built on a whim." Leaning toward her, he continued. "If this goes too far, I will use _whatever_ means necessary to bury it. Is that clear?"

If Leo lacked the good sense to protect herself again, then he was going to have to intervene again...

"Crystal."

---------------------

Later that night, Leo was diligently at work on her laptop in her bedroom. Ordinarily, she would be working in the study, but the staff hadn't finished replacing the shattered window there, and an icy draft made it unpleasantly cold. Earlier that evening, Kyla had been mortally wounded when she broke through the window while attempting to evade Clark and mansion security in her wolf-form after her failed attempt to kill her father.

Leo sighed. _Only in Smallville._

But in the plus column, Kyla's untimely demise did eliminate another raven-haired beauty from the Clark sweepstakes. _Another one bites the dust… _

_An executive has to find the good in any situation._

On another evening, she might have been perfectly content lying on her stomach on top of her enormous bed, a glass of single malt scotch on a coaster beside her and her laptop in front of her.

The soft tones from Clark's music box on her nightstand filled the silent room, its wheels slowly grinding the tune to 'Chances Are.' She fell asleep to that melody every night, the twinkling song chasing her nightmares away and granting her a scrap of peace.

She tried desperately to hang on to that peace as she warily regarded the words on the screen in front of her.

**Naman and Segeeth. Legendary lovers. Two halves of the same soul. **

**They will battle ceaselessly, bringing balance between good and evil…**

**They will betray one another, again and again…**

She'd learned long ago to treat new information with skepticism. A responsible researcher always checked and crosschecked her sources and findings. _Just because something is written down, doesn't make it true._

At least, that was the mantra she chanted to herself as she perused Professor Willowbrook's translations on the Central Kansas University online database.

It was only an interpretation – _he's only human, he could be wrong…_

_This is ridiculous._ She would sooner take stock tips from a fortune teller before she let some cryptic cave paintings dictate her actions. Besides, those pictographs were so vague, they could be interpreted to mean anything. She didn't believe in mystical prophesies anymore than she did the Easter Bunny – _says the woman who performed fellatio on an alien_.

_And how many super strong men shot fire from their eyes and fell from the sky in a rain of fire?_

If this nonsense was referring to Clark that had to make her this Segeeth – thinking of Clark like that with anyone else was totally unacceptable to her.

But even beyond that, Leo couldn't help feeling drawn into the mystique of the legend. Maybe it was the notion of lost love and missed chances, but something about the story appealed to her nature...

But even assuming the myth was true, there were plenty of reasons for Leo to dismiss the doomed romance Willowbrook had translated. _Clark isn't capable of conscious betrayal – he can't even tell a convincing lie._ And furthermore, she and Clark weren't even _technically_ lovers…

_Who am I kidding?_ Leo knew she was reaching for unfound hope now. As excruciating as the prospect of Clark betraying her was, even Leo had to admit that Clark had a terrible track record when it came to telling her the truth. As much as she hated to admit it – and as much as she _wanted_ to believe in Clark – these so-called prophesies were far too accurate on certain details for her to dismiss them completely.

She began tabulating the personnel and resources she would need to launch a thorough investigation of her own. This could all just be a hoax or a coincidence. And even if the story was true, surely there must be some sort of flaw or loophole to be found. _There has to be_…

But regardless of the translation, the octagonal disc was clearly the key to everything.

At least she still had the disc.

_Prophesies be damned._ So long as she retained possession of the disc, she reassured herself that she was still in control and that everything would be fine….


	20. war is hell

All previous disclaimers apply.

Thanks as always to my trusty beta, Sakurasyaoran4eva. Hopefully, this lives up to your advise!

**Revised as of 03/30/06.** I'm not sure if my revisions made this chapter better or just more confusing – any and all feedback welcome as always.

**_Note: Flashback sequences written in bold and italicized. _**

**Fathers and Daughters**

Leo's fingers curled more tightly around the glass of brandy clutched between her fingers as she heard the doors to the study open and the all too familiar clicking sounds of his footsteps and walking stick on the parquet.

She hadn't actually been drinking the brandy as so much as she had been appreciating it. She sat swirling the amber liquid around in the glass and watching the play of light and dark in its depths as it picked up the reflection of the fire behind her.

_It__'s like liquid fire..._

It certainly burned like fire when it hit a gut already torn up in turmoil.

_War is hell.  
_

Her father had kept her on the defensive for months, and she was staggering from one blow after another. It had all began after he'd lured Mrs. Kent away from her, offering Martha a position as his personal assistant for triple her salary at the Talon. Leo had offered to match her father's pay but Martha had steadfastly refused.

"Don't be silly," Martha warmly chided, "I'm sure you can find plenty of more capable managers."

Unfortunately, the Talon was Leo's last priority in that regard – Leo had seen how her father treated the women in his life. The last thing she wanted was for Clark's mother to become tangled in her father's schemes.

Those concerns, however, were soon overshadowed by an inexplicable outbreak of supply chain disruptions and labor disputes that hobbled her company and divided her attention. Though she had no proof, she detected her father's fingerprints all over this sudden epidemic of setbacks.

But the deathblow had come last week, when Luthorcorp swooped down and underbid Leocorp for a crucial contract at the last minute. If she didn't know better, she'd have sworn her father had her bugged…

'_No way_,' Leo thought, shaking off her suspicions.

She had both her office at the Plant and the mansion swept regularly. The sweeper team she employed was supposed to be the best. The proverbial 'Word on the Street' alleged that they were the same team Wolfram and Hart's infamous 'Special Services' section usually contracted for their work.

While Leo never believed in such ridiculous urban legends (in her mind, Wolfram and Hart's 'Special Services' section was about as 'real' as the alligators living in New York's sewers or the giant bat creature recently prowling Gotham's rooftops), she was reasonably certain of her team's competence.

_No, Dad probably just has a mole infiltrating the ranks_. However, ferreting out the traitor had become a moot point; the threat of her father's imminent hostile takeover now dangling over her neck like the sword of Damocles.

When he reached the doorway to the study, she could sense her father just lingering there like a statue. '_Why the hell is he just standing there?_' Leo thought bitterly.

**_Leo sat poised at her desk, brows knitted in intense concentration as she pored over her homework, her pencil scratching furiously as she worked through her lessons. Never did she look more radiant to him than now, with an air of confidence, wisdom, and maturity far beyond her tender years, emitting a rich glow that lit up the rest of his cold, gray existence. _**

**_He would often stand in the doorway, careful to not let her see him. He knew better than to interrupt her when she concentrated with such focused intensity. He loved these rare moments when he could just watch her, savoring the quiet moments like this._**

**_He leaned against the door frame, quietly observing his daughter study. The lone light in her room illuminated her, allowing him to see her in a new light. The steady scratching of her pencil on the paper tickled his ears, amusing him at how fast she could write and how fiercely she could concentrate. He had never noticed the way her lips mouthed the words as she spelled them out on the paper. It was a childish trait she would have to outgrow, but she was still young enough for it to be an adorable little tick — he couldn't believe he had never noticed it before._**

_**Leo, always in tune with her environment, sensed his presence and turned her head to face him.**_

"What do you want, Dad?"

"Want, Leo?"

Leo took her feet off the credenza and swung her chair around so that she faced her father, who had already made himself comfortable on the other side of the desk. "Want, Dad." She put the brandy glass down on the glass desk with a soft 'clink'. 

"Must I have ulterior motives to visit my daughter?" Lionel asked in mock surprise.

Leo wasn't in the mood.

"You always have ulterior motives, and since you have to know that my auditors just left, I would say you've come to gloat." 

"Never." Lionel said, and rose from his chair, navigating the room slowly with his walking stick to the bar.

"_**Daddy!" she exclaimed happily, 50-pounds of delighted 8-year-old girl bounding toward him.**_

**_Lionel bent down to meet her embrace, scooping her up into his arms before kissing her softly on the forehead and burying his face in luxurious, silky locks. The spitting image of her mother, the light scent of vanilla wafting from her skin reinforced her uncanny resemblance to her — apparently, an industrious little someone had helped herself to Lillian's makeup table again. Not that he would ever tell; Leo's similarity to her mother only bolstered his affection for his little girl. _**

"I've come to congratulate you."

"Congratulate me," she echoed flatly. It wasn't a question so much as dull resignation. 

"Of course!" The elder Luthor gestured with his glass. "To your spectacular failure, Leo." He sipped the brandy as he methodically retraced his steps back to his seat. "Your stock just took a pretty bad hit. Leocorp is floundering. I've come to offer my assistance."

Leo snorted softly. "You've come to gloat. I don't want, nor do I need, any help from you."

"_**You should be in bed, it's very late," he observed quietly.**_

"_**And you missed our tea party!" she scolded, running her fingers through his thick locks of hair.**_

Lionel grew somber. "Let's be honest, Leo. Leocorp is nothing but a temper tantrum. It's a money pit that is making us both look bad, and therefore, I am offering to buy you out. Of course you would still be in a position of authority, but with Leocorp as a subsidiary of Luthorcorp. At least this way, you'll have access to _my_ accounts for support."

"Your accounts, the paternal teat." Leo bitterly spat, shooting her father an icy glare. "Is that all you wanted to tell me?" She gestured to the computer sitting on the desk. "My e-mail account functions quite well you know."

_**Frowning with mock-seriousness, he replied, "I had a lot of work of my own to finish up. I'll have my secretary contact your secretary to set up another appointment."**_

_**Leo giggled with a gap-filled, toothy grin. Her daddy always referred to Nanny Mercy as Leo's "secretary"—she loved that. It made her feel all grown up.**_

Neither spoke for a moment, their eyes never leaving each other – maybe it was her imagination - but she could have sworn her father was staring straight back at her. It was a silent battle of wills - one that imminently ended in a stalemate.

_Enough of this_, Lionel thought impatiently. He had indulged Leo's childish rebellion long enough. The constant joint pains that plagued his every movement reminded him of how little time he had left – it was an unwelcome side effect of the latest ineffectual trial drug those ninnies in white coats had given him to slow the progression of his liver disease. _Idiots._

Lionel polished off his brandy and placed the empty glass on the edge of Leo's desk. "You have thirty days, Leo, to pull yourself out of the nosedive you're in."

**_Cradling her in his arms, he carried her to the bed, carefully removing her Daffy Duck slippers before tucking her into bed. Leo didn't mind. Daddy was always so busy, and she rarely got to see him — it was a special treat to have him tuck her in. _**

Leaning towards his daughter, the gravely tone of his voice underlying the gravity of his words. "This time, I won't be supplying a parachute. Either accept my offer, or lose everything."

He was in no mood to mince words. He needed to bring her back into the fold soon, to prepare his daughter for the enormous burden and fantastic opportunities running Luthorcorp would entail…

Consumed by a moment of juvenile rebellion, Leo angrily stuck her tongue out at the man. _To hell with it – it's not like the blind bastard can see it anyway._

_**But she didn't want to go to bed yet!**_

**_She wanted to stay up with her daddy, nestling in his strong arms and chest. She drank in the familiar aroma of cologne and liquor that lingered about him, sensing the power and self-assurance that radiated from him. It attracted her to him, consoling her, making her feel safe and warm and loved._**

Outwardly stone-faced, Lionel inwardly chuckled at the affront and made his departure. '_Daddy's ungrateful little brat, aren't you? _

The sound of his footsteps echoed hollowly down the corridor as he left the study, heading toward the west wing of the mansion he had claimed as his private abode. He bellowed for the housekeeper, a door slammed, and then there was silence again.

Leo stared into her glass, and watched the flames flicker.

**_Tucking her into bed, he brushed her strands from her face, smoothing them behind her ear, gently stroking her cheek with the pad of his thumb._**

**_He smiled adoringly down on her as she smiled angelically back at him. Like only a father could, he knew she would always remain his little princess…_**


	21. Chapter 18

All previous disclaimers apply.

Three cheers for my fabulous beta, sakurasyaoran4eva, SS4EVA – her patience and insights enrich my understanding of the characters as much as they improve the readability of every chapter.

I also revised the preceding vignette to this chapter as of 03 / 30 / 06, if anyone wants to take a look.

I also posted fhm mag cover of Leo that Clark looked up in Chapter 17 – cover courtesy of clive grl – on my author's page, in case any one wants a visual. Thanks again clive grl!

On with our story. Enjoy!

Spoilers: Lineage, Suspect, Prodigal

**Chapter 18**

_I can't believe I lost the disc._

Leo groaned, thumping her head against the steering wheel. She'd run out of options and here she was, her Porsche – a birthday present to herself and the only major personal possession she had left – parked in the drive in front of the Kent's farmhouse.

She had wagered everything she had on a long shot against her father — and lost.

Her scheme had seemed so clever at the time. After encountering the mad woman who believed Clark was her illegitimate love child, Leo had become increasingly intrigued by the possibility of having a living sibling. While her father had solemnly claimed he was dead, Leo had her own investigators conduct a search anyway – her father's "earnest" expression no longer carried any weight with her.

When her investigators eventually found him hustling card games in Edge City, Leo was not surprised.

Disappointed – at having caught her father in yet another lie and for having let her down again.

Excited – at having a new sibling and possibly a real family of her own, untainted by her father.

Even eager – her father's living trust was set up to give all his heirs ten percent of his Luthorcorp stock; and in this case, it was the vital ten percent she needed to finally wrest control of the company from him.

She felt all those things, but never surprise – until her father and his demon seed turned the tables on her…

------------------------------------

Throwing open the doors to the mansion's study, Leo stormed into the room to confront her father who was sitting calmly behind the mahogany desk, using his cell phone's headset to make calls.

"I just spent the last two hours at the bank," Leo angrily blurted out, "Any idea why all my accounts are frozen?"

Lionel's cold lips quirked into a dry smirk. "You know Leo," he sighed, "I'm tired of your constant attempts at mutiny."

Leo rolled her eyes. "Yeah, well, you didn't leave me too many options," she fumed. "It was either that or the plank."

Chuckling at her dramatics, he replied, "Sweetheart, it wasn't wise of you to wager _all_ your assets as collateral against Leocorp when you took out your loan," Lionel began pedantically, as if explaining something to a slow child, "You see, now that your company is a Luthorcorp property, _everything_ you own now belongs to me."

He cocked his head toward her, an icy smile forming on his lips. "I want you out of the mansion. _Now_"

Leo's heart leapt into her throat as her stomach crashed to the floor. She swallowed hard and stared at her father in disbelief. Leaning in over his desk to steady herself, she stoically tried to keep her lowered voice level and calm, "Come on, Dad. Isn't this a little futile? Lucas and I will be back home after we vote you out."

And that was when Lucas had triumphantly marched into the room and dutifully took his place at their father's side, completing the double-cross.

Basking in the glow of victory, Lionel chastised, "It may be hard for you to imagine, Leo, but a **son** wouldn't question his allegiance to family."

She tried not to look at him, couldn't think of anything to say in reply. '_I'm sorry_' was useless at this point and would have made her sound as if she were groveling – which she was almost willing to do. And maybe she already was, and maybe a part of her wanted to, but she couldn't give her father that kind of power over her.

Lionel Luthor didn't respect weak individuals; he controlled them.

Desperately trying to turn the tide, Leo barked out a dry nervous laugh, directing an incredulous look at Lucas. "You are being incredibly naive if you think you can trust him over me."

Standing proudly by his father's side, he stated flatly, "Something you pick up at the tables, Sis. You size up your options," he shrugged nonchalantly. "You never know when you might have to change your strategy mid-hand."

And there it was – that little son of a bitch really was her father's son. He was the son her father had always wanted, the son that Leo could never be for him. She shook her head, her chin imperceptibly quivering, moisture pooling behind her eyes – _OH FUCK! NOT NOW! Not in front of him – never in front of him…_

Lionel regarded his daughter's shocked expression with thinly veiled amusement "Well, Leo, looks like you lose." Then, in a momentary rush of parental concern, he added, "Be sure to pack plenty of clean underwear – the rest of your things can be mailed to you."

-----------------------------

She had been stripped of everything.

As Leo hurriedly packed some private things and her emergency stash of ding-dongs amidst barely suppressed tears of humiliation, she realized in horror that her key card and combination to her private vault in the east wing were no longer valid.

Her father had already reset the access codes and electronic locks.

And suddenly, all her immediate problems seemed so small – _how _her father had managed to do all that became instantly irrelevant as well.

That vault contained everything she had ever amassed on Clark and his family – _including the octagonal disc! _

_What the hell does he know?_ Her father hadn't let on about knowing anything when she spoke to him last – _maybe he just changed the locks out of spite, just to piss me off! Maybe he didn't even bother examining its contents…_

Leo snorted to herself. _I'm not that fucking lucky._ She quickly forced herself to calm down, viciously suppressing the panic that suddenly swept her. She had to consider this rationally...

_Okay, what does the vault really contain_? Well, if her father (or anyone else) spent more than five minutes in that room, he couldn't fail to notice that all the records in it pertained to Clark and his family. _Well, dad already thinks I'm screwing him — maybe he'll just think I'm a stalker._

The thought made her feel marginally better.

After all, nothing in the vault explicitly stated, "Clark Kent is an alien". And while the vault did contain the octagonal disc, she doubted her father had any idea what its true significance was.

More troubling to Leo were the graphic analysis of the accident at the bridge and the thermo-spectral scans of Clark's heat vision (she had discretely collected some readings during a couple of their practice sessions). If her father connected those items to Clark…

She swallowed hard, the sickening taste tickling her throat nearly made her vomit. _I have to warn him._

'_And what would that accomplish?_' a small voice in her head reprimanded, '_he'd just throw you into the street and then **no one** would want you!_'

Even if she did tell Clark, what could he possibly do? It wasn't like he could just break into the vault and swipe all the evidence – Leo had laced the interior lead walls of the vault with green meteor rock to _specifically_ prevent him from ever trying such a thing.

Leo silently cursed her paranoia and vaguely wondered if it ran in the family….

Hefting up the small bags she'd packed, Leo wondered briefly if she should have stayed at a local motel. She still had a couple thousand dollars of cash on her, but she'd hoped to conserve that to battle her father in this latest contest.

Besides, she felt obligated to stick close to Clark, just in case her father tried anything. Since there really wasn't anything Clark or his parents could do, it was probably best not to share her concerns with them. They would probably just overreact and kick her out in a fit of rage anyway, precisely when they were going to need her help the most.

And whether the Kents knew it or not, they _would_ need her help. For all of Clark's amazing powers, Leo appreciated how ill equipped he was to take on someone like her father, especially if he managed to deduce Clark's weakness.

_Hell, that asshole even caught me by surprise; Clark won't stand a chance._

She hated that she'd been so blindsided – for all their problems, she never thought her father would actually kick her out of the house. While she had run away as a teen, _he_ had **never** thrown her out before!

This was further than he'd _ever_ gone.

If there was one thing Leo had always been certain of, it was her position in her father's life as his heiress, the person meant to take the helm of Luthorcorp one day. Her father having proudly enrolled her in MENSA at the age of ten, Leo had always been certain that her intelligence and brute competence were the only reasons he had not tried to replace her over the years – otherwise, Leo was certain that he'd have attempted to sire the male heir that she knew he really wanted with one of his mistresses.

But then, that was before she'd stupidly invited Lucas into the picture.

Sighing with resignation, she braced herself and knocked on the front door to her small yellow oasis.

"I'll get it," she heard Clark call out as he clomped toward the door.

He pulled it open and stared in surprise at Leo as she stood there on the front porch, looking up at him with a slightly uncertain expression.

"Umm… hey, Leo," Clark greeted dumbly. A moment of awkward silence ensued. Things had been strained between them the last couple weeks, ever since his dad had been suspected of shooting Lionel Luthor. While Clark had later figured out and revealed Sheriff Ethan as the shooter, the rift between the two remained.

'_Or maybe there's something else_,' Clark thought. He couldn't help thinking that there was something else behind Leo'shesitation toward him lately. Leo had made it crystal clear that she didn't want a relationship with him – maybe she was still mad at him about his behavior during the red meteor rock incident. Or maybe she was annoyed at the way Clark still looked at her – as much as he tried to behave himself, he was pretty sure his feelings were obvious anyway. While she usually seemed to take it in stride, maybe her resentment of his annoying behavior was now starting to bubble up to the surface.

Whatever it was, if it _was_ his fault, Clark was determined to fix it. _Oh, what am I saying? __It's always my fault._ Noticing the distress in Leo's delicate features, he wondered for the millionth time how much easier everyone's life would have been if he had never shown up…

"Clark," she greeted softly. "I'm sorry to bother you."

"No problem," he shrugged. Curious, he asked, "Is everything all right?"

"No, it's not," came the reply, Leo's expression darkening slightly.

Clark's brow creased in a frown, and the masculine urge to sweep her in his arms and protect her nearly consumed him. He balled his hands into fists, rigidly keeping his arms to his sides. _Whatever's bothering her, the last thing she'd want would be me pawing her._

"Leo, what is it?" Martha asked with concern, stepping up beside Clark, with Jonathan following.

Leo took a deep breath, glancing between the family members. She was reminded of why she was here, of what she was so determined to protect – but this wasn't the time for bravado. As much as they were going to need her, she suddenly realized how desperately she needed them. "According to my father, I'm… uh, no longer a Luthor. He's left me with nothing, not even a place to live. So, I… was wondering…"

_Oh, goddamnit, just spit it out!_

She paused, her gaze drifting over to Jonathan nervously. "If… I could stay with you for a while?"

Three pairs of anxious eyes shifted to an astonished Jonathan Kent.

He sighed. "Of course you can. Come on in." While Jonathan wasn't thrilled with having his family so entangled with the Luthors, he couldn't just toss the girl into the street either. It had never occurred to him not to open his home to someone in need.

_And on the bright side, maybe this will reinforce to Martha just how much of a bastard Lionel really is._ It just wasn't right for a man to be ogling another man's wife -- and that kind of behavior was just another reason in a long list of others for Jonathan to hate the man.

"I don't want to be a bother," Leo insisted as she entered the living room. "I didn't know where else to turn, and I found myself here." _Please don't turn me away, I can prove myself… _

"Don't be silly, Leo," Martha soothingly assured, "You're welcome to stay as long as you like." Martha's outward calm, however, disguised her shock that Lionel could impassively cast his only daughter into the cold like this.

"You can sleep in my bed!" Clark offered brightly.

_Oh shoot. Did I just say that out loud?_ Judging by the three sets of blinking eyes in his direction, apparently he had.

"I mean, she could take my room while I sleep on the couch," Clark churlishly amended, cheeks aglow.

"I really don't mean to put anyone out," Leo half-heartedly protested, silently berating herself for being so pathetically desperate for their acceptance and approval.

"Oh, you're not. In fact, I'm now insisting that you stay," Martha asserted before nodding to her son. "Clark, why don't you take her bags and show her up to your room? I'll get some fresh towels."

"Thank you, Mrs. Kent, Mr. Kent," Leo acknowledged with a half-smile, touched at the easy acceptance with which she was taken into their home. She forcibly quashed the sudden surge of irrational jealousy she felt toward Clark's family.

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Before going to bed that night, Leo took a few minutes to poke around Clark's bedroom. While the Kent's were providing her with shelter, Leo felt perfectly entitled.

_After all, Clark did set mine on fire._ Besides, she had never even seen his bedroom before, and she couldn't help satisfying her curiosity.

Brushing a strand of hair from her cheek, Leo turned to look around the room that was to become her home for the next few days until she got this matter straightened out with her father. It was much neater than Leo had expected and quite small – only big enough for a twin bed, nightstand, and a tall narrow dresser that was tucked in the corner. Pennants for the Smallville Crows, the Met U Bulldogs, and the Metropolis Sharks hung prominently on the wall above the bed. There was a tiny, paned window that faced the barn, covered with white lace curtains (_probably Martha's touch_), and the furniture was all in light oak, recently dusted and shining from furniture polish.

She walked over to the dresser, her eyes attracted by the framed photos and small mirror that rested on top. One of the photos was of Clark – as a young boy – with his parents, proudly hoisting a large fish that looked almost as large as he was. Leo loved that 'Tom Sawyer' pose of Clark – her eyes greedily devouring the image of his boyish innocence with all the fervor of a starving person staring at a room full of food.

That warm sensation clashed with bracing bitterness when her eyes wandered to another photo, one of a perky blonde sandwiched between Clark and Pete Ross, her arms draped over each of their necks and wearing a sunny grin that stretched from ear to ear.

As that particular photo stood next to the small mirror atop the dresser, Leo couldn't help self-consciously comparing her features to the bright, cheerful, happy girl in the photo.

The bubbly girl in the photo was so young and fresh-faced, her skin gleaming. She looked happy and excited to be there with her friends. _And why shouldn't she be?_ She had everything: good friends, a devoted father, a bright future.

Gabe practically never shut up about how wonderful _his_ precious daughter was.

Leo briefly wondered what it would be like to have a doting father like that, one who bored the shit out of his co-workers as he proudly boasted about all his daughter's successes and accomplishments…

_Or maybe that devotion only belongs to daughters that deserve it._

Looking into the mirror next to the photo, Leo scrutinized the broken, jaded image that stared back. Her eyes seemed dull. Her skin was sallow and unpleasantly pale, and she detected a faint line or two that she hadn't noticed before. Whether from stress, chronic insomnia, or just too much living, she didn't know what the cause was. The lines seemed so deep, perhaps from the monsters inside her that clawed out of her nightmares.

Leo sighed heavily as she rubbed her shoulders. Dropping her gaze, she started unpacking her overnight bag, gently setting her music box on the nightstand first. She desperately hoped the gentle chimes could grant her some peace again.

Settling into Clark's bed that night, Leo snuggled fitfully under the covers, wearing one of Clark's flannel shirts. She had impulsively grabbed one that was hanging in his cramped closet to sleep in. While Leo had brought several sleeping gowns of her own, she hadn't felt comfortable wearing any of them here.

Not that they were particularly racy, but none of her silk sleepwear rendered the feeling of comfort and security she craved.

Leo loved the smell of him that lingered on both the shirt and the sheets, even though laundry detergent had washed most of his scent away. Except the soap smelled like him, too, and nothing could wash away the memories the scents conjured.

As she snuggled into the comforter and pillow, she momentarily fingered the elaborate silver and turquoise cuff that adorned her left wrist. She'd found the bracelet behind a ratty basketball, wrapped in a handkerchief and stuffed in a shoebox while she was rummaging through the back of his closet.

It wasn't as if she'd take it; she just wanted to try it on.

It had seemed to all but call out to her.

Having researched the Kewatche myths herself, she was fully versed in its legendary significance – just as she knew it had once belonged to Kyla.

_Kewatche slut. _

Leo couldn't explain what drew her to it. The legend was quite clear: it wasn't supposed to belong to her. Not that Leo paid any attention to what she was _supposed_ to do - and it wasn't as if she wanted the tacky trinket anyway – _though if Clark felt compelled to give it to me next Christmas, it would be rude to turn him down… _

Closing her eyes, Leo realized that this was the first time in a long time that she knew she could sleep without anxiety. Much of the misery of insomnia was the despair that it would never end and the fear that she would simply die from lack of sleep. But residing under the Kent roof, cocooned in Clark's bed, the weight of the bracelet comforting her , and the soft chimes of her music box now soothing her, she drifted into a peaceful sleep.

For at least one night, the nocturnal demons that plagued her fell silent.

* * *

"Morning," Mr. Kent curtly greeted as Leo came down the stairs. His weathered brow dimpled in momentary surprise at her appearance – he had never seen her dressed so casually before. "Martha wanted to make you breakfast before she left for work, but you weren't awake yet. We thought it would be better if we let you sleep." 

"I'm grateful," she acknowledged, trying to sound more sincere and less reticent than usual. "I'm usually up earlier than this – I haven't been sleeping well lately. I guess I didn't realize how tired I was." Saying it, she realized just how much it really was true.

This earned her a small half-smile. Leo didn't know what to make of it. She wasn't quite used to Mr. Kent being so nice to her.

"Well, it's a little after 5:30 right now," Mr. Kent told her, without the suspicious edge to his tone that Leo had become accustomed to. "I just brewed a fresh pot of coffee. It's not up to Talon standards, but you're welcome to it."

"Welcome" wasn't a word Leo had ever expected Mr. Kent to use when talking to her. Her shock was barely covered as she evenly replied, "Is there anything I can do to help out? I'm not looking for a hand out; I can earn my keep."

"I'm sure you can," Mr. Kent replied, "but that's really not necessary. Besides, there really isn't anything you'd be qualified to do." Well, that wasn't totally true. While Leo didn't have the knowledge to perform any of the skilled farm tasks that Martha had usually done, there were plenty of crappy menial jobs he could have assigned her.

And though a part of him would have relished watching Leo muck out stalls, Jonathan wasn't comfortable having a woman perform that sort of heavy physical toil. Maybe he was being chauvinistic or old-fashioned, but he couldn't assign those kinds of tasks to the refined young woman. _She may be a Luthor, but she's still a lady._

Unsure whether to be touched or offended by his attitude, Leo doggedly pressed on, "I'm sure there's something I can do to help out." Pursing her lips, she then suggested, "Maybe a little housework? And I could prepare some breakfast for you and Clark…"

Jonathan's eyebrows flew up in mild surprise. Her offer was completely unexpected, and he couldn't help being a little impressed at her sense of personal responsibility. "Well, I've already eaten, and I still have to finish the rest of my morning chores, but I'm sure Clark would appreciate it."

Leo instantly brightened at the thought.

Nodding to her, Mr. Kent went out the back door to get on with his work for the day.

Squaring her shoulders in determination, Leo began scouring the kitchen for the proper instruments. _This isn't so bad – just think of it like a lab at school._

After all, she ate breakfast almost every day, and she had been surrounded by servants her whole life who did this for a living.

_How hard could this possibly be?_

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Over an hour later, Leo glanced at the clock as she scampered around the kitchen. After she had gone through all this hard work, she hoped Clark would wake up in time for breakfast.

She was currently engaged in her third attempt at preparing Clark's morning meal.

_This is definitely tougher than it looks_ – Leo made a mental note to give her chef a raise once she returned from exile.

Still, she couldn't help feeling oddly proud of the product she'd finally turned out – she believed it demonstrated marked improvement, if she said so herself. Despite some earlier setbacks, she was certain that she had finally prepared a meal fit for…well, maybe not human consumption, but she was pretty sure Clark could digest it.

Her previous attempts at scrambled eggs had resulted in a vile, gelatinous mass she wouldn't have fed her most hated enemy.

_However, this batch looks much better; and aren't eggshells supposed to have protein or something anyway?_

As she began loading the scrambled eggs onto a plate, she found herself wondering why she was even bothering. He wouldn't expect it. She was slightly annoyed to realize that she was trying make a good impression.

'_But on whom?_' she wondered, thoughtful and confused.

Mrs. Kent wasn't even there.

As for Mr. Kent, she hadn't expected the kind hospitality he had offered her that morning. Kindness and generosity from men usually aroused her suspicion. In other circumstances, she would have been deeply suspicious of the man's motives, but she was still under the enchantment of Clark's room and the sweet solace of a peaceful night's sleep.

'_Or maybe I'm trying to impress…Clark?_' she mused as she finished buttering and cutting the charred toast.

_Oh yeah, the presentation of burnt toast and runny eggs will blow him away. And since when do I have to prove anything to Clark?_

_Or maybe staying with the Kent's just activated some sort of dormant domesticity gene…_

Finally stirring on the couch in the living room behind her, Clark unleashed a jaw-cracking yawn and stretched out widely. Rubbing his eyes vigorously, his gaze rested on the harried, red-headed figure in front of the kitchen stove.

"Mom?" he called out in a fit of momentary daze.

Leo rolled her eyes and tore herself from her labor, turning around to face him with her arms akimbo. "Clark, I know I'm a little ragged this morning, but I'm not _that_ old."

"Leo?" Then his memory of the previous night came flooding back. "Sorry," he grinned sheepishly. "What are you doing here?"

"I thought I explained that last night."

"No, no," Clark huffed. It was definitely too early in the morning for him to be trading words with Leo coherently. "I mean, what are you doing in the kitchen?"

"What does it look like, Clark? I'm cooking you breakfast," she explained matter-of-factly.

"You…_cooking_ breakfast?" Clark asked, his brow wrinkled in puzzlement.

Glaring at him, Leo replied, "You don't have to sound so nervous."

"I - I'm not. Of course, I'm not. I'm..."

"This from a man who bench-presses tractors and is virtually invulnerable to harm," Leo grumbled, raising an annoyed eyebrow. "Do you have any idea how that makes me feel?"

Clark smiled guiltily. "Sorry. It smells…good," he offered diplomatically.

"Why, thank you, Clark," she acknowledged. "Now go upstairs to wash up and change - you're going to be late. And here I thought all farmers woke up at the crack of dawn. Breakfast will be on the table when you get down."

"Hope you saved some hot water for me," Clark jibed.

"It would serve you right if I didn't," she chided. "But if there isn't, we could always try conserving water by sharing tomorrow."

Clark blinked as his imagination took him to a happy place…

"Clark!" she scolded playfully, snapping him from his reverie, seemingly oblivious to her insinuation. "It's getting late. Come on."

He shook his head slightly. "Right. Thanks Leo!" _Woosh_. One moment he was there, the next he was gone.

Leo blinked, dazedly. She wasn't sure she'd ever get used to that.

* * *

A few minutes later, Leo and Clark sat across from each other for breakfast at the kitchen table. Normally, Clark would have been down even sooner, but he'd taken some extra pains on his appearance after zipping through his morning chores, splashing on a liberal quantity of his dad's Old Spice and slipping on one of his tighter t-shirts (after a few thousand push-ups at super-speed to puff up his biceps, shoulders, and pecs underneath). 

As Clark sat down at the table, Leo placed a plate of food in front of him while she sipped a mug of coffee.

Leo shook her head slightly. Her life was so strange.

Stripped of everything, thrown out by her father, betrayed by her newfound brother, and living on the charitable sufferance of others - Leo would have thought she'd be absolutely dejected and miserable.

Instead, she was seized by nothing but profound gratitude and relief.

She was grateful for her tall, tousled friend sitting across the kitchen table from her, shoveling the most disgusting breakfast known to man into his mouth, babbling about how this was the best prepared meal he had ever tasted.

She was grateful that he couldn't lie convincingly to save his life.

She was grateful for the old-fashioned kitchen, furnished with all of Martha Kent's things.

They could have been a million miles from anywhere, with nothing intruding from the outside world except for the chickens squawking in the barnyard. The morning sun shone in through the homemade wooden window blinds.

She sipped her coffee again quietly. She was at peace….

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Clark took a cautious bite and grimaced a little at the feel of biting into it.

"_Oh man,_" Clark thought, barely suppressing his gag reflex in time. He quickly smoothed over the stricken expression that overtook his face, desperately hoping Leo hadn't noticed.

Clark had never eaten eggs that tasted _both_ burned _and_ undercooked simultaneously, but apparently Leo was gifted. He sat in silence for a moment, trying to figure out how to dispose of his mouthful. Unable to think of another alternative, Clark swallowed, and then proceeded to finish off the scrambled-egg-like substance and burnt toast slices, charred ashes and eggshell bits included.

"Would you care for some salt?" she inquired intently, "it should bring out the flavor of the eggs."

Clark rigorously nodded his assent as she passed him the salt, barely suppressing a shiver when their fingers brushed.

After applying a generous quantity, Clark plunged the shaft of his fork into Leo's moist eggs over and over, repeatedly sliding it in and out, back and forth between the plate and his mouth, eagerly glancing over in Leo's direction the whole time, hoping she was satisfied.

He watched Leo regarding him with a tranquil smile, her fingertips absently tracing the rim of her coffee mug between sips, gently caressing the lip of the mug with her fingertips, before swallowing its warm contents.

Clark was momentarily mesmerized by her action, his eyes drawn to the smooth column of her throat as she swallowed. _Oh god, what I'd give to be that mug…_

"Are you enjoying your meal?"

Wide-eyed, Clark eagerly responded, "This is really great. Is there anymore?"

Luckily, Leo saved him from that fate by informing him there was no more and that he should be leaving soon before he was late for school.

From the gentle, mysterious smile tugging at her lips, he was pretty sure she'd bought his assurances and white lies. While he never liked lying to Leo or holding stuff back from her, he only did it to spare her feelings…

Oddly enough, though, Clark's babbling assurances about the delectability of his meal was _almost_ genuine by the time he finished his breakfast.

_Or maybe it's the company more than the food._

While he ate, Clark noticed Leo looking at him, a serene smile gracing her soft features as she quietly sipped her coffee. Drawn in by her peaceful expression, Clark couldn't help holding her gaze steadily as they shared the moment together.

Clark didn't have a label for what he was feeling. No woman had ever cooked a meal for him before. Well, his mom cooked for him most every day, but this was _totally_ different.

Maybe it was sappy, but Clark couldn't help feeling the rightness of Leo sitting across from him. It was entirely too easy to believe that they were together, that maybe they were living together or married, and she'd just prepared his breakfast before sending him off to work or school or something…

'_Wait – what am I thinking?_' Clark scolded himself, '_This isn't 'Leave It to Beaver'_.'

He knew Leo would never be content to be tied down as a housewife, and he would never want her to be one anyway. She was so beautiful and so smart and capable of doing anything – Clark would never want to stand in her way.

Not that he ever could – she just didn't see him that way anyhow. _Maybe she might never see me that way… _

And why should she? She was gorgeous, wealthy, and brilliant – she only deserved the best, not some dorky, love-struck teenaged alien.

And yet, Clark couldn't help wanting to prolong the illusion, for just a little longer.

Dressed in a frumpy pullover and jeans beneath one of his mom's aprons, her hair was pulled back in a fraying ponytail. She was completely unadorned by any jewelry or make-up, save the slight smudge on her cheek.

She brushed a stray tendril of her hair and tucked it behind her ear.

The atrocious flavor of what he was consuming was totally forgotten as the golden rays from the sun glistened in her lush, silky red locks.

_She's never looked more beautiful._

Shoveling the last of his disgusting meal into his mouth, he was suddenly very sure – it's definitely the company, not the food.

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To be continued…


	22. Chapter 19

All previous disclaimers apply.

**Author's Note:**

A BIG thanks to my dedicated beta, SakuraSyaoran4eva --you volunteer precious time from your hectic schedule and i ALWAYS appreciate the effort and insight, sweets. Your comments point out my blind spots, and i'm a better writer for it. As for the last suggestion you made on revisions -- i didn't ignore it, but i didn't add it to this chapter; i'm most likely going to incorporate them into the next chapter instead -- hope you approve of the final product.

Also thanks toWindyfontaine, Phoenix Skyborne, Loner, Truth Is What You Make Of It, and Niakbor for taking the time to review the last chap: it always makes my day!

**Spoilers: Prodigal, Rush**

**Chapter 19**

_It's time for some tough love_ – he'd clearly been too soft with her.

_It's not like she's homeless; Leo just needs a 'time out'_. He wouldn't be around to protect her forever. As he recalled the discouraging results from Dr. Teng's latest batch of tests, it was becoming increasingly clear just how little time he had left. He had to make sure that his little girl would be able to fend for herself when he was gone.

Given the importance of his fatherly duty, his methods of accomplishing that didn't seem harsh to him at all.

Lionel wasn't terribly concerned about his daughter's immediate welfare. He already knew exactly where she'd run, just as Lionel instinctively knew that Leo would be well cared for in Martha Kent's home. Though he was marginally concerned about driving his daughter into the arms of her latest boy toy, Lionel was reasonably confident that his steady stream of belittling comments had sufficiently shamed Leo into resisting such a tryst. His confidence was further bolstered by his faith in the nurturing parenting skills of the Kents; Lionel was sure Martha Kent was more than capable of cutting off any hanky panky before it started.

_Mmmh, Martha._ In her presence, he could sense a spark he hadn't felt since Lillian's death. While he knew there were scores of pretty younger women he could easily take up with, none of them combined the maturity and gentle grace of Martha Kent.

Not to mention the soft curves of Martha's full buxom figure, the mere thought of which raised the length of his erection to half-mast…

"…will require a bonus beyond the standard rate. I'll expect the funds transferred to the Canary Islands account per our previous arrangement." Noting Lionel's blank expression, Mayson let out a flustered sigh. "Sorry, but is any of this boring you?"

Even as she fixed a glare in his direction, she noted the subtle bulge that materialized in his pants. '_Perverted old bastard_,' she thought bitterly, '_Probably picturing me naked or something._' Only Lionel Luthor could order the murder of another human being and _still_ have the gall to indulge in whatever sick fantasy he was thinking at the moment.

She was careful to keep her cool. While she was well compensated for her legal services, clients (like Mr. Luthor) paid even better for precision wet work (assasinations). That kind of work even allowed her the luxury of indulging her own innate propensity for violence. Lionel's latest assignment for her would be particularly profitable – and her most challenging one yet. Killing a man in police custody, while _convincingly_ disguising his death as resulting from either suicide or natural causes, wouldn't be an easy task.

Mayson almost felt sorry for her intended victim. _Who knew that Lionel Luthor would take a murder attempt on his illegitimate son (whom he had previously ignored) so seriously?_ Or maybe there was something more to it – Lionel had never struck her as the concerned paternal type.

"Rest assured, I'm utterly riveted," Lionel purred, "Your terms are acceptable." Of all the mistresses he'd ever had, Mayson had certainly been the most useful. In this case, she was the best instrument for the job; although Lionel generally used his old associate Morgan's people for this sort of thing, Morgan's thugs typically lacked the subtlety this assignment demanded.

"If there's nothing else?" Mayson inquired, her body language implicitly requesting permission to flee.

Lionel regarded her rigid posture with amusement, letting her plea dangle as he watched the petite blonde squirm.

It would be a shame to let a perfectly good hard-on and fantasy image go to waste, especially when he had such an attractive receptacle on hand…

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Clark strode through Luthor Mansion with purpose, bristling with anger. While Clark liked to give everyone a fair chance, he just couldn't figure out how any father could turn his back on his family. He knew that Leo and her dad had problems, but you didn't just throw away family like that.

As he stormed toward the large double doors to the study, he had to consciously reign in the urge to shatter the doors into kindling. _How can you treat your daughter like this? How can anyone that knows Leo not love her?_

During Lionel's stay with Leo, Clark had noticed how uncomfortable and stressed her father made her. Of course, Lionel's weird interest in his mother did nothing to make Clark feel any better about the man. And now he was messing about with Leo's life again.

As much as that angered him, though, something else concerned him as well. Whenever the Luthors had one of their little wars, other people were always affected.

During their last big spat, half the town had almost lost their jobs.

In this latest incident, Lucas' hapless motorcycle attacker had mysteriously died in police custody.

Pushing the doors to the study open, Clark spotted Lionel sitting on the couch, his head cocked slightly toward the door.

"Who is that?" He called out.

When reminded of the man's blindness, Clark's anger was instantly stymied by a wave of guilt. _Okay, maybe I'm being too hard on the guy._ Maybe he was just acting out even worse lately because of his disability. Attempting to rein in his earlier aggravation, he announced, "It's Clark Kent."

When Lionel turned toward him, his face contorted into a snide smirk. "Clark," he spit out acidly. "I meant to call you before and thank you for saving Lucas. Your rescues are becoming a bit of a Luthor family tradition."

Standing before Lionel with his arms crossed and jaw clenched, something about the smug expression on the older man's face rubbed Clark the wrong way.

"I understand they caught the shooter in Metropolis," Clark began evenly.

A moment of silence passed as they exchanged dueling stares, each sizing the other up.

Clark struggled to keep his temper in check, to maintain the tight control he was cursed to exercise for every moment of his life. _He made his daughter homeless, his long-lost son almost died, and he's just sitting here like he doesn't have a care in the world._

Then it struck him – _he doesn'tt feel bad about what had happened to Leo at all._ Suddenly, Chloe's innuendo implicating Lionel in the death of Lucas' attacker didn't seem so far-fetched after all.

Blind or not, he'd never let this man hurt Leo ever again…

Behind his dark glasses, Lionel regarded his young adversary with interest. Tall and muscular, the unruly curls from his mop of thick black hair nearly obscured his eyes as he stood before him. Lionel almost couldn't fault Leo for losing her head over the boy; he was extremely handsome in a brawny outdoorsy way, and his rugged features were simultaneously softened by the smoothness of his youthful features. If not for the country wardrobe and the earnest self-righteousness, Lionel would easily have categorized him as one of those vapid male models Leo occasionally dated. The ancient Greeks would have worshipped him as a specimen of masculine beauty, the kind of man that no woman could deny.

But unlike the others, _this_ one had the capacity to be a dangerous man, one who could inflict pain and misery on his little girl for years to come.

_Youth be damned_ -- he'd never permit this man to harm his child…

Lionel reached out toward the table in front of him, feeling around carefully until he found the glass of brandy. Bringing it to his lips, he took a sip before finally replying, "Yes, I've heard."

Clark was slowly starting to understand why he drove Leo nuts – while Clark had always found Leo's game face tough to decipher, Lionel's was carved out of granite. _Getting any meaningful answers out of him isn't going to be easy._

But then again, nothing with the Luthors ever was.

Clark glared, even though he knew the other man's blindness rendered his look ineffectual. "So I can assume you've also heard that he died while in police custody?"

"Oh?" His eyebrows raised behind the dark glasses, as if this information somehow surprised him. "That's unfortunate. Yet, these things happen."

Clark's glare sharpened at this casual dismissal, working his jaw even tighter.

"It just seems awfully convenient, doesn't it?" he asked pointedly. "Kind of like how Leo was able to track down Lucas."

Lionel chuckled. "I think you've inherited your father's paranoia, Clark."

Clark's nostrils flared. "We're not talking about my family, Mr. Luthor," he pointed out angrily, "We're talking about yours."

Lionel was about to reply when his cell phone began to conveniently ring. As he reached into his pocket, he glanced over toward Clark, and for a moment, Clark could have sworn Lionel was looking right at him. "Good day, Clark," he said dismissively.

But Clark didn't move right away, determined not to concede any ground to this man. He was through standing by and just watching him hurt Leo over and over with impunity. As far as Clark was concerned, Lionel would just have to tell whomever it was that he would call them back. Unfortunately, Lionel just held the ringing phone in his hand, giving him a triumphant smirk.

Apparently, this conversation was over – _for now._

Fuming inwardly to himself, Clark turned and started back to the door, hesitating only when he heard Lionel call out, "Give my regards to your mother."

Not normally prone to violence, Clark shook off the inclination to whirl around and incinerate the man where he stood. Shaking his head, Clark left the study, closing the door behind him. But then he paused for a moment, glancing down the hall in both directions, before leaning his ear against the door. He was being incredibly rude, but there was no way he was leaving the mansion completely empty-handed.

_Besides, this could be important._

Lionel's voice was crisp and clear. "Yes… What? ...Lucas, where are you? ... All right, all right. I'll take the chopper… I'll be there in half an hour… My office. Don't do anything rash. You understand me?"

_Rash_?

Eyes widening in panic, Clark hurried back down the hall, toward the French doors that led to the garden. Once he was away from the house, he sped home to find Leo.

It might have been unreasonable to jump to conclusions, but if Lucas were calling Lionel, and Lionel was talking about not doing anything rash, then something bad was probably going to happen involving her. He wasn't sure _how_ he knew this - it was only a feeling.

_Well, maybe not so much a feeling than an educated guess..._

Unfortunately, Clark already knew all too well what kind of trouble Leo could get herself into. _Unless I really am just being overly paranoid._

After returning home to find the house dark, Clark scanned through the walls, checking to make certain that it was empty before turning his gaze to the barn. Light was glowing through the door, so he headed over to find out whether or not his dad had seen Leo recently. When he entered, he found his dad passed out on the floor beside his workbench.

"Dad!" He hurried over to his father just as he slowly opened his eyes. "Dad, what happened?"

His dad winced slightly, reaching up to touch his forehead. "I… I was talking to Leo," he replied, struggling to sit up as he frowned. "Then… I don't know. Now you're here."

Clark's jaw clenched; _Leo needs me_. "Lucas," he muttered bitterly. He reached over to take his dad's arm and carefully helped him up. "I'd better get you to the hospital."

"No." His dad shook his head. "I'm fine. Really." He glanced over at his son as he rubbed his neck. "You think Leo's brother did this?"

Clark nodded. "I was at the mansion when he called Lionel. I think he might have done something to her."

"Clark, I understand you want to help her, but you have to be careful," his father cautioned earnestly, "I don't want you getting anymore involved with the Luthors."

"It's a little late now, dad," he replied.

Jonathan frowned at his words. He silently wondered how he had ever let things between Leo and his son get to this point.

Giving his dad a wry smile, Clark said, "Thanks, dad. Are you sure you're okay?"

"Yeah. Go on."

He gave his father a quick nod before super-speeding away toward Metropolis. While beating Lionel there wouldn't be a problem, he knew finding a way into the building would be. There was no telling what kind of alarms and how many guards he'd have to circumvent to get in. While he had nothing to fear from Leo, keeping his presence hidden from the other Luthors was going to be a challenge.

When he reached the Luthorcorp building, Clark carefully made his way through one of the back alleys. Glancing around for a way in, he finally noticed a small covered air vent. Kneeling beside it, he grabbed the edges and wrenched it away from the wall, the screws flying out behind him. He climbed inside the confined space and quietly crawled through the vent. Proceeding forward, he punched through a couple more grates before dropping down into a supply closet. Not bothering to replace it, he focused through the door to make certain the hallway was empty before opening it and making his way down the corridor toward Lionel's office.

Pausing at the corner, Clark again focused his gaze through the walls, this time to find the Luthors gathered in the office. Leo was tied to a chair, and both Lionel and Lucas had guns.

_What's going on? _

_-----------------------------------------_

"I'm not the one who deliberately kept you in the foster care system," Leo sneered defiantly at her younger brother. She regarded Lucas' puzzled expression with amusement. Lucas stood directly in front of her, his gun pointing unswervingly at their father - who had his own gun pressed against Leo's head.

"You're not helping, Leo," Lionel remarked dryly.

"Didn't you ever wonder why you were never adopted?" Leo continued, glancing over at her brother. "If you were in trouble how you always got bailed out at the last minute? Don't tell me you thought you were just lucky?"

Lucas shot a quick look at Lionel, realization crossing his face.

"Oh come on! He's absolutely desperate for a son," Leo taunted, "a strapping, virile young man to carry on the Luthor name. If he really loved you, if he really found you worthy, he would have come to get you long before now. Instead, he decided to throw you away like so much cannon fodder in another one of his corporate schemes."

"That's ridiculous," Lionel protested. "I would never do anything to harm you."

"Of course you would. Just like you tipped off the shooter." Leo turned her gaze back to her brother. "He was on our father's payroll. Edge City was a setup."

"Shut up!" Lucas shouted. "You wanted to use me too!"

"Yes, I did, and for that I am truly sorry. But trust me, trying to gain his love and respect is not worth it."

Lucas stared at Leo for a long moment before looking at Lionel. "Is it true? Is that what you did to me?"

Lionel reached his free hand out to Lucas. "We've got a lot to talk about, son."

Lucas slapped it away. "After you kill Leo," he replied, wrenching his father's arm around and forcing him to once more aim the gun at her. "For once, I want the blood to be on your hands."

Lionel's face contorted with horror, the mask of casual ease completely worn away – revealing the terrified, desperate parent that had always lurked beneath the surface.

"Time's up, Dad," Lucas commented with a slight smile as he raised his gun directly at his father.

Lionel slowly shook his head. "No... I - I can't do it."

"That's just too bad," Lucas snapped.

"Lucas, please, don't. I won't kill my little girl."

Then it was Leo's turn to lose her poker face.

_I won't kill my little girl._

Leo swallowed hard, struggling to contain a whimper and tears of joy that threatened to overwhelm her.

It was the closest her father had ever come to saying '_I love you'_.

Leo shivered slightly at his words, though she couldn't be certain if it was due to their meaning or the sound of his voice as it washed over her. Although she couldn't turn to face him while she was tied up, the timbre of his voice as he said it resonated deep within her. Her heart skipped a beat as he remained behind her, the scent of his cologne and the warmth of his nearness engulfing her senses.

But just as the first tear raced down her cheek, the moment was broken when Lucas mysteriously cried out and his gun dropped to the floor.

"YOU PSYCHOTIC LITTLE BASTARD!" her father roared, who spun around and pistol-whipped Lucas, knocking him to the ground. Without a moment's hesitation, he fired the gun twice, directly at his prone son.

-----------------------------------

Having forced Lucas to drop his gun by super-heating it, there was nothing Clark could do to disarm Lionel before he fired – not without betraying his presence.

Panic flooded Clark when Lionel fired his gun at his son, until he realized that Lucas wasn't hurt. He just lay there on the ground, glaring up at his father with a small bit of blood trickling from the corner of his mouth. He wasn't shot though, and Lionel appeared as surprised by that as Clark.

"It must be in the genes," Lucas panted, wiping at his mouth.

Leo chuckled, sniffling slightly as she did so.

Observing from the vent overhead, Clark shook his head. _This is nuts._

"Blanks?" Lionel muttered in shock.

Lucas sat up and pulled the clip from his gun. "This one too."

Leo looked up at her father, a couple errant tears crawling down her face, her eyes and nose red and puffy as she sniffled with a watery chuckle at his shocked expression again. "Checkmate."

Suppressing his own confusion over the insane scenario that had just played out, Clark quietly pushed himself back along the vent, moving carefully so as not to make any noise.

While he realized he had to get out of there before the Luthor men discovered his presence, Clark suddenly realized that he was also hoping that Leo hadn't noticed he was there as well. He wasn't sure how he could talk to Leo about any of this if the subject came up. Although he didn't understand what he had just witnessed, it seemed to be an intensely private family moment that was never meant for his eyes to see.

_What was Leo thinking, trusting this brother she didn't know to play a sick game like that with her father? What was the point? To prove that her father wouldn't shoot her?_ Clark wasn't sure he'd be brave enough to take that bet with Lionel Luthor – and that was probably why there were blanks in the guns. Leo wasn't stupid, and apparently, neither was Lucas.

_And is Leo crying? Why?_

Not out of fear – even if Leo didn't know there were blanks, she'd never break down like that because she was scared. But then what else could it be?

It was slowly dawning on Clark just how little he really knew about his beautiful (and apparently very disturbed) friend. While Clark had never understood women, he was starting to think that his confusion and lack of success in pursuing Leo had less to do with Leo being a woman and more to do with Leo herself. While this incident hadn't changed the way he felt about her, he wasn't sure how to deal with this side of Leo.

Shaking his head with another slight frown, Clark dropped down from the air duct and quickly made his way back to Smallville.

He had a lot to think about.

----------

The next evening, Leo reclined in the chair behind the desk in her study, coolly surveying the dancing flames in the fireplace and the movers removing the last of Lucas' childish junk when her father entered.

"Leo?"

Leo simply stared back appraisingly at him.

Glancing at the moving men as they removed the last of Lucas' additions to the room, Lionel replied, "Glad to see that you're making yourself at home again." His brow wrinkled with concern when he noticed the faint rope burns lingering on her wrists. "You should put some aloe on that. It should help alleviate any discomfort, help them heal faster."

Leo shot her father a sardonic smile. "I don't think you came all the way out here to give me skin care tips." Continuing to smile thinly at him, she indicated the newspaper lying on her desk with the bold headline 'Luthor Regains Sight' emblazoned across the front page. "By the way, I read your fascinating piece of fiction in the Daily Planet."

Lionel disguised the sting from his daughter's implied rebuke beneath a roguish smirk. "People love to read about triumph over adversity."

She gave an unladylike snort at his explanation. "And your stock jumped five points," she added dryly. "How long have you been able to see?"

Chuckling at his daughter's annoyance, he shrugged innocently. "A few weeks." _A few weeks, a couple months…what was the difference really?_

Leo nodded slightly. "Playing the handicapped card is low, even for you."

After glancing around the room again to ensure the movers weren't listening, he leaned in toward Leo and conspiratorially confided, "But I was able to see more clearly than ever." Shooting a sharp look at his daughter, he commented, "It's amazing what people try and get away with right in front of your eyes when they think you can't see."

Leo rolled her eyes. "I can only imagine."

Lionel just nodded before he walked over to the fireplace.

_Well, as long as he's refusing to leave…_ "I'll need a valid keycard and number combination of my own for my vault."

"No need," he replied dismissively, "I've already restored your old combination and key access — for your convenience."

_Bastard._ That was just like him, to remind her of just how far his control extended over her life – and how far her own fell short. "And how, precisely, did you manage to wrangle access to my private vault?"

"Don't you mean _my_ private vault," he corrected. "I reserve the right to organize security arrangements in my own home Leo." After having settled in Smallville, it appeared that his daughter had overlooked the fact that the mansion had always been held in _his_ name – Leo was merely a temporary resident here. He felt it was high time he reminded her of that fact, lest she allowed the attractions of this quaint little town to distract her from her future.

Sighing deeply, Lionel replied, "All right, sweetheart. How are we going to repair this...rift between us? Hmm?"

Lionel reclined in a plush chair facing the door to the study next to the fire.

She then got up from her desk and glided toward her father. "You mean, how are you going to keep the whole Lucas affair quiet?" she clarified. She sat down in the chair directly opposite her father, and the two studied each other intently for a moment.

Finally breaking the silence, Lionel said, "I was thinking of giving you Leocorp back. Majority stake, no strings attached." Of course, that would be _after_ he transferred full conservancy of the Kewatche caves to himself; but then, he'd address that little point with Leo later.

Leo nodded knowingly. "Except for my silence."

A tiny, imperceptible smirk touched Lionel's lips. "Well, I've always believed that family business should be kept within the family," he explained, cupping his daughters hands in his, his thumbs caressing her hand soothingly.

Leo forced away the rush of sentiment that welled up inside her – _remember, this is the same bastard who threw you out on your ass with nothing…_

"And I expect **all **of my property returned," Leo added gravely. Her father had graciously _allowed_ her to tour the vault earlier in the day using _his_ key card and access code – and it disturbed Leo to no end that she now knew he had unfettered access to its contents.

_I'm going to have to find a new security contractor to reconfigure the vault ASAP – and keep a much closer eye on them this time_. As far as she could tell, the contents of the room _seemed _undisturbed, except for two missing items.

One was a preserved sample of the cave parasite that had infected Pete and Chloe several months ago.

The other was the octagonal disc.

Sighing loudly, Lionel released his daughter's hands and pinched his eyebrows in a show of exasperation. "I don't know what you're talking about Leo."

Her expression hardened. "And we were making such good progress, _dad_. I would have thought petty theft was beneath you."

Lionel chuckled. "Honestly Leo – I have no interest in your personal baubles. I'm a blessed man. I require very little."

"You had no right to invade my privacy like that!" _And fuck if that didn't sound more petulant than I intended…_

"Well, if you feel so strongly about it, you should file a claim for your missing property."

Her eyes narrowed at him. "You know more than you're telling me," she noted coldly. He knew damn well that 'alien artifacts' weren't something she could file for on an insurance claim or a police report.

"I don't know where all this hostility is coming from," he noted calmly, "It's hardly my fault you can't keep track of your own things Leo. Is there anything else?"

She closed her eyes for a moment, silently counting down from ten. Once she was calm, she tried to think it over rationally. If her father had stolen the disc (her primary objective), he was playing this extremely calm, even for him. If he did have it, the disc was as good as gone – there was no telling where her father would stash it.

_But was there a possibility that he really didn't have it? _

Maybe. After all, how much could Lucas have learned? He wasn't around long, but who knew how much time he had spent poking around the mansion? If he _did _have it somewhere, she'd extract the information she sought soon enough, even if she had to shatter every bone in his traitorous body with a metal pipe to get it.

Which reminded her…

Leaning forward in her chair, Leo added, "And Lucas is under my protection now."

It wasn't like she really meant to harm Lucas anyway; even to get what she wanted – _besides, sodium pentathol and other truth serums are__ more efficient in extracting information than physical torture… _

Father and daughter studied each other for another moment beside the fireplace. Finally, Lionel nodded slightly in agreement – struggling to maintain his solemn expression, struggling to suppress the wide paternal grin of approval that almost broke out. _That's my girl. When in negotiation, take every inch you can._

Leo rose from her chair and started to leave the room but stopped as her father abruptly called after her.

"Do you remember the fable of the frog and the scorpion, Leo?"

Turning back towards her father, she replied, "Yeah, Dad. The frog helped the scorpion cross the river. The scorpion repaid his kindness by stinging the frog."

The smooth baritone of her father's voice reminded her of the voice he'd used when he read fairy tales to her when she'd been little. " 'Why did you do it?' asked the dying frog. And the scorpion replied, 'Because it is my nature.'"

Fixing the concerned frown of a worried father on her, Lionel continued, "Believe me Leo, your brother will never change. I've watched him over the years. The boy's a sociopath," he sagely counseled, unconsciously channeling St. John's independent assessment of his daughter.

Leo smirked back wickedly at her father. "And I wonder which side of the family tree he got that from."

Lionel didn't answer, looking into the fire instead. Despite all his attempts to explain himself to her, she still didn't appreciate his motives. He suddenly felt very tired and much older than his years.

As she turned around to leave the room again, Leo called back over her shoulder, "Goodnight, Dad. I'll be sure to give Lucas your love."

Watching her walk away, the weary father silently looked on as she left, taking a part of him – the best parts of him, he knew – away with her.

---------------------------------------------------

Beneath the pink sky of the Kansas countryside at dusk, Clark was unloading feedbags from the pick-up truck when the whine of Leo's car engine announced her approach. When her sleek sports car pulled up to the truck, a smile stretched across Clark's face as he walked up to greet her.

"Mom told me you were going to come back and bring the rest of your stuff."

Clambering out of her car and strolling toward Clark, Leo answered, "Surprisingly, my dad's had a change of heart – looks like I'll be moving back into the mansion after all."

Clark tried to disguise his disappointment. "Oh, uh, well that's good news." An awkward moment of silence followed. Unsure what else to say, Clark commented, "I'm sorry that Lucas didn't turn out to be the brother you wanted."

Leo shrugged. "Considering his father, I'm surprised he's still alive at all."

He nodded. "Where is Lucas now?"

Wrapping her arms around herself, Leo leaned against the pick-up truck and gave Clark one of her cryptic half-smiles. "Safe. But I have some work to do…to regain his trust."

_Something_ flashed over Leo's expression for a split second — Clark was sure of it – but it quickly disappeared. He offered her a small smile of his own, nodding slightly. "You will," he offered semi-confidently but failing to meet her eyes, "You're not your father."

Leo looked up at him with a sly smile. "I never did get to thank you for looking out for me at my father's office."

Shoving his hands into his pockets, Clark shrugged and looked down at his shoes in the self-conscious manner typical of him. "You would've been okay without me." He still couldn't bring himself to ask her what the gunplay had been about though.

Noting the troubled expression on Clark's face, she brushed a strand of hair from her face before laying a hand on his muscular forearm. "Hey, look at me," she commanded softly.

Clark looked into her stormy eyes, blinking and speechless. Didn't Leo know that he could hardly breathe when she touched him like that?

"I can't really explain to you what happened there," she explained with a wan smile, trying to address his silent questions, "Sometimes, I don't even understand my family either. But it meant a lot to me that you were there."

"And I always will be," he assured. In the dying rays of sunset, she looked like a goddess of perfection with sapphire eyes and hair of spun red silk.

"I'm glad to hear that," she replied softly. _They will battle ceaselessly…they will betray one another, again and again…_

'_But not today._' She thought firmly.

Her fingers, which had never left his arm, tightened instinctively. "Dinner at my place later?"

"Uh, sure, sounds great," Clark nodded, his brow crinkled in a curious frown. "But…

_Oh no._ Leo silently kicked herself – _damnit, why did I have to sound so needy? He's probably searching for any excuse possible to get away from the desperate, clingy wretch and all her emotional baggage… _

"But you're not going to be _cooking _yourself, right?"


	23. Chapter 20

All previous disclaimers apply. Lionel's new hired hand in this chapter is property of DC Comics.

A shout out to my lovely beta, SS4EVA – hopefully, the chapter lives up to your exacting standards. Also thank you to all who reviewed; I treasure all your wonderful feedback as well.

All reviews, whether good/bad/indifferent, are always appreciated. Enjoy!

**Chapter 20**

_The Mistress of the Manor surveyed her vast holdings from the window of her carriage with detached satisfaction – but her purpose today was not one of idle repose. She was on a fact finding mission._

_This modest homestead had produced the finest cows in the land, and she intended to learn why._

"_I would know all the secrets behind the greatness of your cows," she imperiously commanded._

"_Ask the stable boy," the humble farmer replied, "he tends to them."_

"_And is that the stable boy?" she demanded, noting the lone figure peering around the corner of the farmer's hovel._

"_It is," the old farmer answered._

"_Bring him to me."_

"_He is not dressed for such an occasion," the farmer's wife said._

"_I have seen bare chests before," the Mistress replied. Then she called out: "**You!**" and pointed at the stable boy. "Come **here**." Her fingers snapped on "here."_

_The stable boy did as he was told._

_He stopped a few paces before her, his head properly bowed. He was ashamed of his attire, worn boots and torn jeans, and his hands were tight together in a gesture of supplication, his muscles rippling beneath his tanned skin and broad shoulders._

"_Have you a name, stable boy?"_

"_Clark, Mistress."_

_She crossed to him. The fabric of her gown grazed his skin. "I am passionately interested in the subject of cows. I've reached the point of frenzy, such is my curiosity. The herd of this particular farm is the finest in the kingdom. What do you do to them?"_

"_I just feed them."_

"_Then you will show me – **now**," and she held out her arm to him. "Lead me, Clark."_

_And so he did – onto a bed of hay and out of her gown, his fingers moving quickly inside her, crooking ever so slightly so that his knuckles scraped by the hood of her clit as they thrust, and his mouth moved back up to her ear. He gave her earlobe a quick bite, and then sucked it into his mouth as he listened for his name to be called. _

_His Mistress squirmed further onto his fingers, sliding them completely inside of her slit as she moaned loudly. Each one of his sucks on her earlobe made her muscles contract around his fingers, and her toes curled with every scratch of his knuckles. _

His thumb was pressing firmly against her clit as he rubbed it in little circles, crooked fingers thrusting deep. She could even hear the soft, slightly slurping sound of her own wetness growing between her legs as he stroked it, teasing more out of her with every touch.

"Is that what you need?" he asked softly.

He slid his fingers out of her slit, out of her clothes, and into his mouth, sucking them clean – fingers that smelled and tasted of her and only her…

_She felt the tip of his cock pressing through her slick folds, and she was throbbing and aching again, lifting her hips up impatiently. Clark made a sound like a grunt and there was the strangest sensation of stretching, and she couldn't help but tense out of the slightest fear that something might be wrong, that her body might not be made for this. Her hands closed over his bulging upper arms and she sucked in a deep breath… _

She could feel him inside of her; feel him filling and stretching her and it was the most amazing sensation of her life. Only one thought consumed her:

_**I'm not alone anymore. **_

_A sound - half whimper, half sob - escaped her. Languidly shifting her gaze up to her partner, she was suddenly confronted by flowing dark locks and a neatly trimmed beard._

"_What would your mother say?" Lionel gleefully taunted, savagely thrusting inside her again, a cacophony of clammering voices demanding their turn, a sea of severed hands grabbing her, groping her, choking her..._

00000000000

Leo woke up screaming.

She frantically pushed away from her bed, kicking at the sheets tangled around her legs as she got to her feet.

The storms during the evening had cooled the temperature in the mansion, and her skin was slightly chilled beneath her "new" flannel night shirt as she walked over to the bureau to grab the small decanter of scotch. She splashed two fingers worth into the tumbler and swallowed it back before pouring another.

Since altering her bedtime attire, she was getting to sleep easier, but the nightmares persisted. In nights past, Leo would have resigned herself to insomnia and remained awake – either to work on her laptop or to drink herself unconscious.

However, Leo had recently stumbled upon a third alternative to her dilemma.

Finishing her scotch, she returned to bed and pressed her legs together, rubbing her thighs against each other as she tried to finish what she had previously started in her dream…

Having warmed herself back up, she hurriedly reached for her salvation – the vibrator in the "goody drawer" of her nightstand. As she knew from past experience, she'd never be able to get back to sleep otherwise.

"The Mistress and her Stable Boy" was a nice fantasy, but Leo had always been more partial to "The Alien Conqueror and his Human Concubine" herself…

000000000000000000000

Beneath the dim sickly lights in the bowels of Luthorcorp's Metron Pharmaceutical facility, Dr. Wei Lee Teng stared back at her employer as she summarized the results. "The trial subject's cellular regeneration is now off the charts. He also demonstrates a 40 percent improvement in strength, stamina, reflexes, and senses from his previous physical. His mental capacity and cognitive intelligence have also been correspondingly enhanced, although I'm not sure if his emotional instability is connected to either the serum or his previous psychology…"

"Doctor," Lionel interrupted with exasperation, "All I need to know is whether the serum can be used to treat liver damage or not."

"Yes," she answered, "But if these results are correct, it can do even more. In this case, the serum would allow this subject to regenerate damage from almost any wound, including severe hepatic damage, as long as the central nervous system remains intact."

Taking a breath, she continued, "In short, this serum – if properly refined, would allow us to actually reverse your liver's pathology."

Lionel practically glowed with relief at the welcome news. While eleven out of twelve test subjects had succumbed to violent seizures and death, the successful twelfth trial was what held his interest.

_My cure…just within sight._

If his team could isolate and replicate the serum that allowed this particular subject to survive the treatment, he would be saved. The data and analysis he had taken from Leo's archives provided enough insight into the meteor rocks to get his research team back on track. Lionel only wished he had a project manager half as efficient as his daughter on the payroll.

Of course, he would have expected nothing less. '_After all, she is **my** daughter_,' he thought smugly.

"When will you be able to produce a cure?"

"It's not that simple, Mr. Luthor," Dr. Teng replied. "The serum has killed almost every human exposed to it. The subject that survived must possess some kind of unique genetic trait that allowed him to survive."

"So what are you suggesting?" Lionel demanded impatiently.

"We would need to isolate the relevant sequence within his DNA. Once we isolate _that_, we could insert it into the cloning vectors to express the genes necessary to activate hepatic cellular regeneration safely."

"Then you need to pinpoint that data, doctor."

"But s-sir," she began hesitantly, "again, I'm not sure you understand. We can't make that particular determination from a blood sample alone – we would need to study a cross-section of the organ itself."

Lowering her eyes, she whispered, "We would need to perform a complete vivisection of the test subject."

Lionel returned a chilling smile, "Allow me to explain a few realities about Western capitalism to you, doctor. You can't make chicken soup without plucking a few chickens."

000000000000000000000

Later that morning, Lionel arose from behind his office desk to take a seat at the temporary breakfast table the executive cafeteria staff had set up for him: white linen cloth, sterling silver service, freshly squeezed orange juice, and freshly brewed coffee.

After seating himself at the table, the server provided him with an elaborately folded napkin. As he unfolded the flawless white napkin over his lap, the server poured his coffee into his porcelain cup and uncovered a silver chafing dish of baked squab before wordlessly stepping back.

Lionel continued leafing through another section of Teng's written report before he dropped it beside his place setting. Suffering his attendant a glance, a slight frown creased his forehead – the place setting was set for two; someone was supposed to be dining with him right now.

"Calendar."

His assistant handed him an ornate leather appointment book – the elaborate binding and cover was a present from Lillian, many years ago. Even on a Sunday, every hour of the day was scheduled, except...

"My daughter cancelled brunch – again? Why wasn't I informed of this sooner?" he snapped angrily, glowering at his weekend assistant, who nervously looked away. His frown deepening, he punched in a few buttons on his speakerphone. It was Leo's cell phone number, her life line. Several ring tones, and then...

_Hello. You've reached the voicemail of Leo Luthor. I am presently engaged in an urgent matter and am unavailable to take your call. Leave a message at the tone and I'll return your call as soon as possible._

_BEEP._

Lionel hung up in disgust. _What kind of 'urgent matter' could she have on a Sunday morning?_

His earlier good mood was now shattered – he already had a fair inkling of why she had cancelled.

Dismissing his servants with a wave, Lionel returned to his desk to confirm his hunch. His appetite gone, he switched screens on his desktop to review the latest audio transcripts from the mansion, dated last Sunday. As he waited for the download, he reclined in his Imperial leather chair and rigorously rubbed his eyes. As exhausted as he was, he had been sleeping badly for weeks. As if the joint pains from his meds weren't bad enough, the insomnia was just as irksome.

But even those side effects paled compared to the nausea induced by the deep baritone voice that grated on his ears…

"…_and then the pig crawled out from under the table, and she said, 'you're not my dog'."_

The twinkling of Leo's carefree laughter mingled with the clinking of flatware as she and her barnyard Lothario conversed on his speakers.

_That freeloading punk has resumed his regular Sunday visits._

Punching up another angle from the hidden camera data, he couldn't help noticing how Leo kept touching his arm, gazing with loving adoration into his eyes.

_Damn overgrown lumberjack – that's the same look she once lavished on me when she was little…_

After reviewing the extensive data he had retrieved from Cadmus Labs as well as Leo's vault during the 'Lucas incident', he'd begun recognizing sizable gaps in the information his bugs were collecting.

W_hat o__ther details have been omitted from these transcripts?_

Those weasels at Wolfram and Hart were holding out on him. _I never __did trust that haughty English prick_ – St. John's accent vaguely reminded him of his vanquished business rival Sir Harry. _To hell with outsourcing – I never should have left something like this to outsiders._

_No one deceives Lionel Luthor and gets away with it_. He burned to avenge their treachery…but such a luxury had to wait. _What exactly have Wolfram and Hart omitted? What **is **their agenda?_

And how much kissing and touching and groping had occurred in footage he hadn't seen, that freak farmer fondling his daughter's perfect baby-soft skin with his rough sandpaper peasant hands…

"DAMNIT!" He slammed his fist into the glass surface of his desk, cracking its smooth surface. The impact rode a shock up his forearm, making his knuckles ache.

Gnashing his teeth, he struggled to regain control of himself.

Above all else, he needed to secure a cure first. From Leo's records, the Kent boy was clearly a product of the meteor rocks, like so many others in Smallville; Lionel theorized that they had affected him in a similar manner to how his team was able to produce his test subject, albeit with more drastic results – _heat vision? X-ray vision?_

Restraining his murderous impulses, Lionel tamped down his initial rage as he recognized an opportunity – the boy could definitely prove useful.

Though he had gleaned ample material from Leo's files to blackmail the farmboy, Lionel loathed such obvious and thuggish methods. He found it personally embarrassing to use them, like staining his tie with a blot of mustard at lunch – it reeked of sloppiness.

Besides, Lionel couldn't be sure if the boy would acquiesce to his demands, even with the applied pressure – and given the stakes of the outcome, Lionel was unwilling to take the chance of scaring Clark off.

Which left the dying billionaire with a quandary.

Lionel knew well he would need assistance to obtain what he was seeking. Unfortunately, he currently lacked the competent, reliable muscle he required. How could he accomplish his goals without trustworthy henchmen…

_By recruiting the help at hand to watch each other; checks and balances at its finest._

Lionel dialed Dr. Teng at Metron. He hoped she hadn't begun the dissection just yet. Perhaps there was **one** more dividend he could reap from his investment in the test subject after all…

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"Captain Wilson, so good of you to make it."

"How can I be of service, sir?" he acknowledged, his expression blank.

Lionel regarded the test subject neutrally. The man seemed every inch the squared away soldier. A ruggedly handsome young man, his dark blonde hair was worn in a faded buzz cut favored by military men, his flawless posture and robust physique obvious, even beneath the crisply pressed gray business suit he was wearing for this meeting. His appearance was much improved from the feeble, shot-up war vet that had previously been rotting away at the Metropolis V.A. Hospital just weeks earlier.

About the only flaw Lionel could detect in his handsome visage was a lazy eye, which was a slightly darker shade of blue than the other – a prosthetic eye to replace the one he had lost in Afghanistan. Apparently, there were some limits to the enhanced healing factor the serum had given him.

"I assume you've read the briefing material I sent you?" Lionel inquired.

The younger man's lips curled in a humorless grin. "Let's not pretend that my capacity here is any more official than it is."

Lionel's veneer of courtesy instantly evaporated, his expression hardening as he plopped a sealed manila folder on his desk between them. "This envelope supplements the data in your previous briefing materials and contains a _complete_ dossier on your target and a summary of your mission objectives."

The younger man barely suppressed rolling his eye at the Luthor's theatrics – _why do civilians always feel the need to ape military jargon like some crappy Hollywood script?_

Tearing open the seal, he briefly surveyed the first couple pages and snorted. "I am…I was a green beret – I'm more than capable of handling this assignment _without _any assistance, even before the procedure."

Smirking at the younger man's arrogance, Lionel remarked, "I wouldn't get too cocky about those enhancements I've given you. As your briefing material outlines, this young man is far more than he appears. It is for that reason I've arranged for you to have some back up." Pressing the intercom button, Lionel ordered into the call button, "Send her in."

Moments later, Mayson Drake glided into the room.

This time, the young man did roll his eye openly. His so-called "back up" was some skinny little girl less than half his size. Her frail figure barely seemed sufficient to bench press a wet newspaper, much less function as a field operative. "Look, I appreciate the second chance and the money, but I don't have time to play around with amateurs," he barked derisively. Throwing a sidelong glance at the petite blonde, he added, "No offense meant, ma'am."

Mayson smiled sweetly at him. "None taken. You look like a guy who's good at playing with himself."

Cutting off any further retorts, Lionel stated, "Ms. Drake has already been fully briefed and will be assisting you in this project." His firm tone indicated intolerance for any further bickering. "Now tell me," he continued, "from the materials you've been briefed with, what do we really know about the boy?"

Annoyed at being quizzed like a child, the young man acknowledged, "He's obviously very powerful." Frankly, he was skeptical. The file on this kid read like something out of a comic book.

"But how powerful?" Lionel challenged. "More powerful than an avalanche? More powerful than a locomotive?"

Mayson observed, "He's still a man. All men have their weaknesses."

Shaking his head slightly, Lionel remarked, "Obviously, we know very little." For as much as Leo had documented and studied his fantastic powers, she had still never charted the full extent of his abilities as he would have done. Her sloppiness in that regard remained a little disappointing to him. "I have designed a series of tests for the boy. And I'll require your help to implement them."

Noticing the annoyed expression on Mayson's face, Lionel shot a pointed look at her. "You have an objection, Miss Drake?"

Arching a skeptical eyebrow, Mayson replied pointedly, "I don't understand what you're hoping to accomplish. If he bothers you that much, let me take a team of shooters and I'll turn this kid into a large wet spot. My firm certainly has the resources to handle this. Your 'tests' aren't necessary, nor do we need Captain America's assistance here."

"Oh, I'm well aware of what your firm is capable of," Lionel observed darkly. Then, in a deadly soft voice, he inquired, "Have you ever studied Sun Tzu's 'The Art of War'?"

"I think I skipped that one in law school," she replied coolly.

Smirking at her cheeky response, Lionel continued, "Sun Tzu was a general in ancient Imperial China. He teaches us that knowledge precedes victory, while confusion precedes defeat."

Missing the significance behind Lionel's statement, Mayson retorted, "Really? Well, an axe chopping off a man's head precedes a bloody mess. Even in China."

Smirking thinly, Lionel replied, "Even so, let's do it my way for now. Miss Drake, you will be performing a strictly supporting role – you will provide Mr. Wilson with everything he needs to perform his tasks on my behalf. Any intelligent questions before we begin?"

"Just one," Mayson interjected, "exactly when is soldier boy here going to stop staring at my chest? My eyes are up here." Not that she would have minded if he stared; he was kind of cute in a straight-laced sort of way.

"Somebody certainly has a high opinion of themselves," he shot back with disgust, "and I do have a name, you…"

"Enough." Lionel pronounced. "Mayson Drake, Slade Wilson. Anything else?"

"Slade?" Mayson mocked, "You have a brother named Granite?"

Ignoring the small blonde pest beside him, Slade asked, "When do we start?"

Lionel's lips curled into a cold reptilian smile.

"Now."

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The covert infiltration of the high school was flawless, and Slade was inside the boiler room before the final dismissal bell for the day rang. As he expected, security was a joke. Disguised as a janitor, he was able to tote his equipment into the school in a gym bag, completely unchallenged and unquestioned.

_And why shouldn't it be this easy?_ _It's not as if rural high schools were under any threat of terrorist attacks. Just rampaging hordes of mutant teenagers – if the stories about this place are correct._

Kneeling beside the main boiler, Slade gathered the custom explosives package he had made from the gym bag. Patiently, he began wiring the charges behind the base of the main boiler, out of plain sight. There was no rush, and haste, he knew, would lead to a mistake.

He even had the luxury of time to double check his work, so he did so.

Within minutes, he had completed his task and promptly left the school, calmly crossing the street and walking a block down – within clear sight of the school – before getting back into his inconspicuous Ford sedan and waiting.

When he saw the stream of students and teachers exit the building after the final bell, he checked his watch – 3:42. He sighed and settled back to wait for the signal.

_This really is ironic._ After having been severely crippled and nearly killed by a roadside bomb planted by terrorists, to now be planting them on American soil…

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There was a time when Leo knew nothing about the magic of exact change.

Someone who had so much money rarely had to deal with its physical presence. Even when she did have cash, it wasn't something she had to actually think about. To consider money in its raw, unvarnished state held no pleasure for her.

Then she bought a cup of coffee with Clark standing beside her…

"That will be $5.16, ma'am," the girl behind the counter smiled. When Leo threw down a twenty, Clark seemed on the verge of a fit.

"No, wait- I'm sure I have sixteen cents." He began digging through his pockets while Leo stared at him as if he were a large crazy person.

"Thanks, Clark, but I think twenty dollars should cover it. I'm aware of the deplorable state of math education in public schools today, but twenty," she pointed at the bill, "is more than five and sixteen hundredths."

However, Clark's incredulous expression matched Leo's. "You don't want to be carrying eighty-four cents around with you- it's inconvenient. It's noisy. Besides, it's much nicer for people who have to make change for you if you make the math a matter of bills instead of pennies." He dropped a nickel and a dime on the counter, and moved the search into his pants pockets.

Leo sipped her coffee, totally at a loss. "Tell me, Clark, is the hassle and inconvenience of waiting for you to empty every one of your pockets _really_ equal to the inconvenience of carrying around some change?" she snarked, devilishly arching an eyebrow. "And furthermore, isn't the fact that _you_ have change in your pockets proof enough that you yourself have failed to make exact change at some point in recent history?"

Clark ignored her as he dug deep. "Yes! I think I have a penny," he pulled out… another dime, and his face fell.

The counter girl smiled. "Hey, take a penny from the tray. That's what it's there for."

Clark did so, and she took the twenty dollars and hard won sixteen cents, and Leo found herself holding fifteen dollars in change as Clark beamed. "See? Much more portable, right?"

Leo smiled and proceeded to put it all in the tip jar. "You're right. That was a very valuable lesson."

Clark scowled at her as they left the Talon. "You always have to have the last word, don't you?"

Before she could respond, a loud explosion and a funnel of dark smoke filled the background. Everyone on Smallville's Main Street, Leo and Clark included, was able to visually trace the funnel of smoke to its source, which was only about three miles away from Smallville's downtown…

"The school," Clark muttered to himself, in total shock. _Oh my god, what about everyone who's still there…Chloe! _

His face instantly hardened to resolve and he was ready to dash off when Leo's feathery touch on his arm stopped him.

"Clark!" she hissed softly into his ear, "What do you think you're doing?"

"What do you think? There could be people hurt or trapped and -"

"And you thought you'd swoop in to save the day – _in broad daylight_ and plain view, for all the world to see?" she quietly demanded. She understood and admired Clark's altruistic instincts, but someone had to protect him from himself sometimes.

"I can't just stand around and do nothing! Look, don't worry about me. You know…" Clark then lowered his voice further, cognizant of the throngs of people rushing past them, and brought his lips even closer to her ear, "You know I can move fast enough so that I can't be seen. No one will even know I'm there. This is what I do."

She immediately suppressed the eager shudder the warmth from his hot breath produced – _this really isn't the time, Leo._

Leo pursed her lips, sighing as she remarked, "At least…duck into an alley or something before you 'take off'." She knew how much good he could do, but she still worried for him. Although she intellectually knew that Clark was right, there was still the 'what if' factor that gnawed at her.

She released Clark's arm and shook her head slightly, trying to dispel her own fears about the exposure of his secret.

Offering his…Leo a knowing nod, Clark followed her advice, ducking into the vacant alley behind the Talon…

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Seated comfortably in his 'War Room' in Luthorcorp Tower, Lionel observed Leo and Clark leaving the Talon together on a bank of sophisticated monitors. Each monitor was connected to a state-of-the-art high speed digital camera: each one with sufficient frame speed to study a hummingbird flap its wings in slow motion, and each one transmitting its images to Lionel's monitors in real time. He had had them installed last week in preparation for that day's exercise.

Cameras #1-4 were trained on the Talon, while cameras #5-8 were focused on the high school. Lionel had selected the camera angles and the parameters of this test himself with great care. He knew from his daughter's highly regimented schedule that she took a break from her office at precisely the same time every Wednesday afternoon to have coffee with the boy at the Talon.

Lionel had chosen to stage this test during his daughter's regular afternoon rendezvous for several reasons. He knew where and when the boy would be in advance. The coffee shop was located where he could easily and discretely install his cameras to observe the boy. It also occurred during daylight hours, which aided his cameras in picking up Clark's movements more easily. And by bombing the high school, Lionel knew it was a target the boy could easily spot from town and that would leave him no choice but to respond.

Not that Lionel was an ogre about it – he'd purposefully staged the explosion to occur after school, when there would be relatively few students and staff members in the main building itself. Most would either be in the gym or the athletic fields at the time. He had also instructed Mr. Wilson to shape the charge to both maximize the profile of the explosion, but also minimize any actual property damage or loss of life – in addition to making the explosion appear like any other accident or malfunction; Lionel was unwilling to tip his hand just yet.

When he spotted Leo and Clark leaving the Talon together, he used his cell phone's headset to place a call to his operative on a scrambled frequency. "Do it."

Sure enough, the explosion attracted the boy's (and everyone else's) attention. Lionel studiously ignored the commotion in the street around the Talon and focused his eyes on his daughter and her pet.

The couple seemed to also ignore the tumult of people rushing around them as they huddled together to share what looked like an intense conversation for several seconds.

'_I wish I could have wired this for sound,' _Lionel thought bitterly.

When they broke up, Lionel observed Clark running in the opposite direction as the rest of the crowd and duck into an alley behind the coffee shop. Shifting his eyes over to camera #3, he watched Clark enter the alley before disappearing in a red and blue blur.

Moments later, a matching blur was picked up on camera #6 near the high school, zipping in and out and around the main building of the school amidst the dust, debris, and smoke.

An electronic readout on the terminal in front of Lionel tabulated the distance Clark had covered and the approximate time elapsed (within acceptable margin of error):

**DISTANCE: 3.26 MILES**

**TIME: 8.119 SECONDS**

Lionel was flabbergasted. While he trusted the accuracy of Leo's notes, nothing prepared him for the shock of actually witnessing this for himself. "Faster than a speeding bullet," he murmured to himself in awe.

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Slade stared down at the Kent homestead from his prone position on the small hillock in the woods at the east edge of their property. His location was almost three blocks from the house and the barn, but the powerful zoom lens on the high-end camcorder Miss Drake had provided for him gave him a full view of the entire property with impressive detail.

At three o'clock that morning, Slade had snuck onto the farm and attached a C-4 explosive device to the fuel tank on the bottom of the family pickup. Per Luthor's instructions, this bomb was several times more powerful than the one at the school and was rigged to a radio-controlled detonator with a radius of up to five miles. Then he'd quickly retreated to his prepared position back in the tree line.

As he sat there in the chilly pre-dawn night, he pondered once again what the hell he was doing there. Why was he running errands for some eccentric rich guy who stalked young boys? _I'm a soldier, among the finest fighting men this country has ever produced…_

_No, I'm so much more._ There had always been something within him, something that had always propelled him toward greatness. It was what drove him to escape the horrors of the foster care system, what drove him to excel in school, to graduate at the top of his class at West Point, to finish at the top of his class at jump school, to become a leader in the most elite fighting unit in the world.

The military had merely been the vehicle _he_ had chosen for advancement, **not** the other way around – _what right did they have to just throw me away, after I fought so valiantly for them?_ His blood boiled at how much of himself he had sacrificed, how much of himself he had suppressed, and for what? _So I could get shot up in some hellhole for some fat cat like Luthor? _

'_No,_' he silently resolved to himself. When he finished with Luthor, he would take his earnings and build a life for **himself**, a life and a family and a purpose he could be proud of and that served his own ends – not someone else's.

_If you can imagine it, you can create it. So many great individuals have been held back by lack of funds, lack of materials, lack of technology, lack of whatever… _

He didn't plan on allowing any of these obstructions to stand in his way. Not when there was greatness to be had. Savoring the newfound vigor coursing through his veins, he knew it was all within his grasp, tantalizing him with its nearness, with the sheer inevitability that one day, it would be his.

_I will not be denied._

The signs were spread out before him like a roadmap – he had lived when he should have died; he was now powerful when he should have been crippled. All he needed to find his way was the destination and the purpose…

So, there he lay; his musings over the path leading to this juncture having conveniently filled the time until the door to the farmhouse once more swung open. Firing up the camcorder, he watched as the Kent boy loaded the pickup truck and drove it over to the fields on the eastern edge of the Kent Farm. When he observed the boy reach his destination, Slade continued to watch him silently as he climbed out of the pickup.

Slade watched as the boy monotonously walked back and forth, grabbing fence posts out of the back of the truck and then driving them into the dirt – _by hand_. As he watched the boy go about the drudgery of his chores, Slade allowed himself a moment of commiseration with the boy – here was another potentially great man, not unlike himself, trapped by the shackles of mediocrity that kept him from realizing his full potential…

Then Slade banished the sentiment entirely. Clark Kent was nothing like him – he was just some kid who was accidentally born with some powers. Slade had carefully cultivated his own merits through years of hard work, training, and discipline. He didn't need the enhancements from Luthor's serum to make him great – he already was.

Clearing his mind of such idle thoughts, he focused on the mission at hand, zooming in with his camcorder and fingering the triggering device. He resolved to wait until after the kid finished his chores and got back into the truck – the impact of the explosion would have maximum impact if he were in the cab of the truck when the bomb went off.

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Driving the fence post into the ground angrily, Clark stopped and sighed, leaning against it and reflecting on the senseless destruction he had witnessed the other day. Luckily, no one had been seriously hurt in the explosion – only a few cases of smoke inhalation and some cuts/bruises, but nothing serious. He had carried out what few people were inside without incident, and he had moved so fast that even those that were still conscious did not suspect his role in their mysterious rescue.

Although it was still early, fire investigators determined that faulty maintenance of the school's antiquated boiler had lead to the accident.

_Maybe everything turned out fine this time, but someone could have died. If the boiler had blown up earlier in the day when the building was full_…there was nothing he could have done to avert the death toll, even with all his powers.

Clark had hoped he could take out his frustration at that revelation on some fence posts, but even that hadn't been enough today. He wished there was more he could do, to use his powers to help out in the wake of the disaster, but he couldn't.

When he thought about all the incredible things his friends (who didn't have any powers) were doing to help in the aftermath, Clark couldn't help feeling completely overwhelmed by shame and guilt at his own inaction.

Chloe had shaken off a mild concussion and composed a scathing editorial condemning the County's shameful negligence, raising the public's awareness and ensuring this would never happen again.

Pete was leading a student-run campaign to drum up support for a new public bond initiative to rebuild the school.

_And Leo_ – Clark was still in awe; Leo single-handedly ensured that Smallville High would continue to function until the school was reopened next fall.

After the school board announced that they would have to ship Smallville's student body to distant districts like Grandville and Kaisertown to finish the year, Leo had sprung into action like a superhero. She'd rented three dozen trailers to serve as temporary classrooms until the end of the semester; she'd donated old computer equipment from the Plant to the school; and she'd even floated an interest-free personal loan to the school district until the bond issue passed.

_And what have I done to contribute? I'm standing in the middle of an empty field, punching sticks into the ground._

Clark shook his head, disgusted with himself. What was the use of having all these powers if he couldn't use them? Sure, he'd helped save a few people, and he was glad to do his part but…_I could be doing so much more._

Slamming the last fence post into line, he wondered if he would ever be able to use his powers for something worthwhile.

_Yeah, right – I can't even get Leo to look at me. _

The strongest being on the planet, he never felt more powerless than in Leo's presence. It was only Monday morning (the school wouldn't re-open until next week), and he was already looking forward to Wednesday afternoon coffee with Leo at the Talon.

_Watching her drink coffee is as good as pay-per-view. _

Her lips were always just the perfect shade of red; her blue eyes lined in black. All the colors in the world were muted in her presence. Sometimes, it was all he could do not to shield his eyes from her beauty, except Clark couldn't stop staring at her and grinning like an idiot.

_But when she had a couple extra minutes to actually sit and have coffee from a mug – that's the best._

She always ordered her Café Caramel Mocha Cappuccino Grande with extra whipped cream. When she drank from a mug, a stray dollop of whip cream would occasionally linger on her upper lip, precariously balancing on the tip of her mouth, tempting Clark to take the initiative...

So many times, he had wanted to lean forward and wipe the cream from her lips with his thumb – and then his mouth would follow, and he would taste the cream and caramel and coffee on her tongue -and his fingers, sticky from the whipped cream, would tangle in her hair as he held her close to him…

_Yeah, that'll happen. _

Knowing Leo, she'd probably start frisking him for red meteor rock and peppering him with questions about one of his abilities. He loved Leo – and he was sure she at least liked him – but she seemed incapable of ever seeing him as more than just a friend or a lab specimen. Before he turned his attention to saving the world, Clark remained determined to find a way to change Leo's perception of him – a task that his powers alone could not accomplish.

Frustrated with his helplessness, he grabbed his jacket from the roof of the truck and pulled it on before climbing inside and starting the truck.

But when Clark twisted the ignition key, the truck exploded; the windows of the vehicle erupted outward and the inferno consumed its edges. Soon, the entire truck was engulfed in flames and a huge fireball from the explosion billowed into the sky, black smoke everywhere.

Watching as curls of flames burned away his clothing, Clark sighed loudly. _Great – there goes another shirt_. He was starting to run low. After Leo had moved out, he'd noticed that a bunch of his flannel shirts had gone missing…

And while he had been daydreaming, his own negligence had just destroyed his dad's pickup. _Leaky fuel line – fumes must have ignited the fertilizer in back of the truck. _

_Some hero I am._

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Folding his fingers thoughtfully, Lionel replayed the video yet again.

On the over-sized plasma screen monitor, the truck was engulfed in flames again. And just as it happened before, he silently watched the driver's side door of the truck fly off with great force and Clark calmly stepping from the truck. His jacket was on fire when he slowly walked away from the burning vehicle, taking off his jacket as he went.

The boy turned to look at the truck and tossed his jacket on the ground. His face covered with soot and his shirt in shreds, he tore the remnants of the shirt and tossed it to the ground, staring at the burning hulk of the truck.

"Invulnerable," Lionel murmured reflectively, "like a man of steel."

Clicking the monitor off, Lionel swiveled his chair to face his guest, who was silently looking on. "In light of these results," he began slowly, "I think we can safely forgo the rest of the tests for now. We'll proceed directly with the rest of the plan."

_Are you insane! _"Are you sure that's wise?" Slade inquired evenly.

Lionel's smirked, his eyes twinkling as he detected just the faintest whiff of fear from the mercenary's tone. The man was trying to disguise it beneath an impassive mask, but Lionel was sure it was there just the same.

_Good._ he thought to himself. One of the major reasons behind these tests – aside from satisfying his own curiosity and sizing up his opponent – was to force his operative to take the boy seriously. Lionel didn't want Slade fouling up the most crucial portion of his scheme by underestimating the target.

"The instruments I will be providing you should be sufficient for you to complete your task – and then you'll be free," Lionel purred.

"I always have been," Slade growled as he wheeled around to leave the room.

"Really," Lionel sneered, "and tell me, _Captain_, what exactly are you free to do? Get a job at Wal-Mart? Oh, oh, I know," he mocked, his eyes widened in sarcastic revelation, "go back to the Army for $40,000 a year and a merit badge on your chest, fighting and bleeding for people who will throw you away for scrap when you're all used up."

Lionel knew he'd hit the mark when Slade froze in his tracks – the psych evaluation his team had drawn up on the test subject had made for some amusing bedtime reading.

Still not turning around, Slade replied, "It beats your suicide mission."

"I'll double your fee."

Half turning, Slade countered, "I can't spend it if I'm dead or in jail."

Smiling indulgently on his pawn, Lionel adopted his deeper, gentler 'paternal' voice. "Mr. Wilson…when you look at this office, what do you see?"

He briefly surveyed Luthor's stark War Room and its tangle of computers and monitors. "The obsession of a deeply deluded individual," Slade answered.

Chuckling at the response, Lionel explained, "Last year alone, I _personally_ net well over a quarter of a billion dollars, after taxes and excluding perks – and that was only the income I reported." Squinting his eyes in concentration, he continued, "That comes to _approximately_ $20 million a month, $650 thousand a day, $25 thousand an hour, $400 a minute…How long have we been talking, Mr. Wilson?"

"What's your point?" the younger man spat out caustically, turning around to face him fully.

"I didn't reach this point without pushing boundaries," Lionel rebuked sternly, "Achieving greatness requires sacrifice and a broad vision. There are always obstacles to overcome – but you won't find what you're looking for unless _you_ have the will to eradicate them."

As their eyes locked, a moment of mutual understanding sparked between them. "**Triple **the fee."

"Done," Lionel replied, his lips curling in a rueful grin. Truthfully, he would have agreed to far more – after all, he had absolutely no intention of paying this arrogant fool a dime. "Now that that's cleared up, here is what I need from you…"

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To be continued…


	24. Chapter 21

All previous disclaimers apply.

Revised as of 06 / 05 / 06 for language.

Apologies for the abrupt conclusion of this chapter; it started running long and I had to break it up.

On a side note, i'd like to wish my lovely beta , SS4EVA, a very happy birthday! Sorry my greeting is a couple days late, but mother nature's thrown a few curves at me the last couple weeks (I'll tell ya later when I have more time). Anyhow, on with our story...

**Chapter 21**

Aside from the exploding bio-mimetic gel capsules, Slade was performing this operation unarmed. Under the circumstances, he didn't object. After seeing the kid in action, he knew conventional guns would be useless anyway; he doubted anything short of a howitzer or a cruise missile would even slow him down.

As he pulled his car up to the little yellow farmhouse, Slade just prayed -_there are no atheists on a battlefield_ - that Luthor's gimmick weapon worked. Mr. Luthor had described the unconventional weapon as 'encapsulated quicksand', an experimental toy Luthorcorp was developing for the Pentagon. From what Slade understood, the capsules were designed to be thrown by hand and explode on physical impact, coating the target in a thick gel that immobilized the intended victim.

In theory, the molecular structure of the gel was designed to turn the victim's own kinetic energy against him; the harder the victim struggled, the more powerfully the gel would act to hold him in place – like quicksand.

In theory, it seemed to be the perfect weapon with which to contain this freak - turning his own strength against him…

_But how often has a good theory blown up in my face in the field? Too damn often._

For all his training and professional confidence, Slade had no doubt he'd be screwed if this weapon failed. While Miss Drake was monitoring his progress from a distance (his so-called "back-up"), he knew she'd be useless if this wonder gel failed.

_She's not back up – she's a babysitter._

Of that, Slade was certain. He doubted that it was coincidence that Luthor had waited until _after_ Miss Drake left the room before he explained how the capsules worked and what he wanted Slade to do. Luthor didn't seem to trust anyone, least of all him and Miss. Drake – which pissed off Slade to no end.

While he understood his current employer's distrust of Miss Drake – _she's a lawyer, after all_ – he never understood what **he** had done to earn such shabby treatment. He was putting his life on the line, giving Luthor some of his best work - a_t least as far as that old bastard knows_ - and Luthor still treated him like some common street thug.

_There's a distinct lack of respect here – but not for long._

When this job was done, he'd be his own man again.

He knew from previous surveillance that the boy would be at the farm alone; his mother would still be at work, his father making the regular weekly feed store run.

After ringing the front door bell, Slade hefted the fake package and clipboard in his arm and straightened his brown messenger's uniform.

Opening the front door, Clark couldn't help shooting a curious look at the tall messenger at the door, self-consciously trying not to stare at the guy's glass eye. "Hi, can I help you?" _Quit staring at his fake eye, Clark – that's just rude!_

"I have a package for Clark Kent."

"That's me."

"Here you go sir," Slade replied as he handed Clark the package and thrust the clipboard into his hand. "And if you could just sign there."

"Uhh, sure," Clark frowned slightly. Who would send _him_ a package?

_Maybe Leo?_

But he was already supposed to be seeing her this afternoon anyway. _Oh well._ "Hey, do you have a pen I could…"

Taking advantage of Clark's momentary distraction, Slade backed up several steps and hurled the gel capsules at him. The pellets burst on contact, engulfing his body in the adhesive gel.

To Slade's surprise, Clark immediately collapsed; writhing on the floor in obvious agony, as the gel began to pulse with an incandescent green glow.

Clark's eyes were open and bulging, the whites suddenly laced with red lines, and thick, gray tears spilling from his lower lids. His skin darkened to a sickly shade of green as his muscles twitched uselessly underneath.

"Damn," Slade muttered. Apparently, Luthor's toy worked even better than he'd described. From what he understood, the gel was only supposed to keep the kid grounded – not torture him like this.

Slade quickly shrugged it off _– Luthor probably just laced the gel mixture with some kind of stunning agent._

Given the boy's abilities, Slade figured that was probably a wise precaution.

However, leaving nothing to chance, the mercenary savagely kicked Clark repeatedly with his steel-toed boots for good measure, not stopping until the boy was no more than a broken, bloody pile of whimpering bones on the floor.

T_hat's **it**?_ Was _this _the god-like super-being he had so dreaded confronting?

"Pathetic," he sneered, privately reasserting his superiority. He could snap this kid's neck and just be done with him – but that wasn't his mission.

His employer's instructions were clear: **The boy is not to be killed – retrieve the sample and leave. **

Pulling out the large syringe from beneath his jacket, he unsheathed the needle – supposedly made of some super tough new alloy – and kneeled beside Clark's writhing figure. Slade plunged the fine point trinium-titanium needle into Clark's arm – piercing both the gel layer and the boy's previously impenetrable skin – and drew the blood sample.

Slade didn't bother wondering how or why the needle had penetrated the boy's skin – it was time to leave.

His job was done.

To hell with government work – this was the easiest payday ever…

00000000000000000

Pulling into the gravel drive in front of the barn, Leo hopped out of her brand new DB9 Volante Aston Martin and strutted into Clark's 'Fortress of Solitude.' It was already a cloudy day out and Leo wanted to fit in a test drive with the top down before any rain came down.

"Claaark? Where are you?" Leo called. Loping up the rickety stairs to the loft, she was disappointed to find it empty.

_Strange_. She was puzzled to not find him at his usual haunt.

Last Sunday, she'd told Clark that her new, custom-made Aston Martin was being delivered today. His eyes had lit up like a toddler on Christmas when Leo offered to take him on a test drive when it arrived.

"Clark?" she called again. _He's definitely not in the barn._ She climbed back down the stairs and strolled out of the barn, visually scanning the barnyard for any sign of him. Leo frowned. She didn't think he'd be out in the fields doing chores – he'd specifically promised that he'd wait for her until she arrived. He'd not only promised to wait, but he had seemed to really be looking forward to it.

_Maybe something happened… Perhaps Chloe dragged Clark off on another mutant chase._

Leo rankled at the thought. Clark was _hers_ after all, and she didn't appreciate the junior journalist intruding on her time with him. _It's not like I have much time to spend with him as it is._

Not that Leo was threatened by the spunky blonde. From what Clark had told her, he and Chloe had been snapping at each other a lot lately. _And Clark does tell **me** everything_ - _because any relationship based on deception is doomed to failure…._

And that was precisely why Leo had no real fear of Chloe (or even Lana) taking Clark away from her. Relationships were hard enough, but maintaining a secret of Clark's magnitude made it impossible for him to have one with anyone else.

_Which is why it's best for him to avoid any such entanglements with Miss Sullivan._

Relationships were tricky beasts, and Leo didn't believe Clark was ready to handle a real one yet. He could get hurt – both of them could. _Clark and Chloe, that is…I'm just trying to protect these kids from needless heartache._

Clark could never really get close to anyone without revealing his secret, and that wasn't a trust anyone else was worthy of but her.

'_Chloe, Pete…_' Leo scoffed to herself as she strolled toward the house. '_They're just children._' No, nobody else in Clark's life could defend his secret as well as **she** could!

And how did he repay her? "By making me skulk around his farm like a prowler," she grumbled under her breath to herself.

Strolling through the unlocked back door, Leo called out, "Clark, where are you?" Growing increasingly annoyed, she walked through the kitchen. "I thought you said to come right over when…"

And her entire world stopped as she stared.

Time froze.

Clark lay on the floor, unmoving, body splayed at angles no living being could endure.

The gel glowed an eerie green, and even his skin was greenish as prominent veins bulged with sickly menace. He lay writhing on the floor, moaning softly, looking bruised, bloody, and severely beaten.

"Clark!" Leo cried as she dove to the floor beside him.

Beneath the angry red swelling at the point of his brow, Clark's gaze shifted and his expression began to relax. He started shivering.

Leo leaned over and touched her forehead to his in despair. _Clark never gets cold…_

When he looked up at her, he wanted to say so many things to her. He was glad she was here.

"You're going to be fine," she said authoritatively, as if her words alone made it so. She immediately tried scraping the poisonous goop from Clark's body, but her nails and fingers couldn't penetrate the gelatinous membrane that enveloped Clark, a layer of green death covering most of his middle and seeping into his clothing.

_Damnit – pull yourself together! _Leo sprang to her feet and retrieved the largest, sharpest steak knife she could find from the kitchen.

Quickly returning to Clark's side, she slashed away at the membrane of the poison that was wrapped around his torso, wincing as she accidentally nicked Clark's skin as she struggled to cut the gel off.

"Hold still, Clark," she ordered, trying to block out the disturbing gurgling sound escaping his mouth. Leo only slowed her desperate slicing when cutting off the gel layer around his crotch area (she had big plans for that particular region), throwing off the discarded gel layer and ruined clothing to the side when she was done.

But that wasn't enough. Clark was still severely injured, the discarded gel-substance was still glowing wickedly, and a thin filmy layer of greenish mucus still clung to his skin.

_What the fuck do I do now? _The thin filmy layer of mucosa was obviously torturing Clark, and it was much too close to his skin to hack at with a clumsy blade. And even worse — her hands were now covered with the stuff from her useless clawing earlier.

She needed to get him into a bath and scrub him down _– but the bathtub is all the way upstairs!_ Leo racked her brain for a solution; from the empty driveway, his parents were obviously not home, and dragging Clark's 220+ pound body up a flight of stairs by herself wasn't a real option…

"Yes!" she exclaimed to herself. She hooked her arms beneath Clark's armpits and dragged his battered, nude body out the backdoor, cursing and grunting as she struggled to drag him toward the old trough beside Mrs. Kent's small rosemary garden beside the house.

When she reached her destination, she dumped Clark's body inside and hurriedly drew Clark a makeshift 'bath,' running the garden hose over to fill it. While the trough was filling with water, Leo dashed into the house and nearly tore cabinet doors off their hinges searching for cleaning supplies.

Leo returned just minutes later, clutching an armful of every heavy-duty household / laundry / industrial cleaning agent she could find and a generous supply of steel wool. Dumping the contents of ALL the cleaning agents into Clark's bath, she started scrubbing.

She took turns scrubbing both her own hands and Clark's body, concentrating most of her efforts on Clark. She scrubbed with all her strength and ferocity. She scrubbed until she'd removed layers of skin from them both. She scrubbed until the waters of Clark's bath were soapy and pink with blood. She scrubbed until her own hands were raw, bleeding, and stinging from the caustic chemicals.

She scrubbed and she scrubbed and she scrubbed….because she didn't know what else to do.

Clark suddenly jolted in pain as a harsh gasp came from him. He gripped her hands that scraped his chest desperately as he struggled to bring air into his body.

"Clark!" she exclaimed in relief, grateful for detecting any sign of life.

But he was still struggling to breathe as more coughs tore through his previous gurgling. The coughs became more desperate rasps as his chest kept tightening….

And Leo's eyes widened in horror as Clark slumped back, his eyes still open, their gaze moving from her face to her hair and rolling up to stare blankly at the lazy clouds crowded above. His hands released their grip, his left hand falling to the ground.

_He's stopped breathing!_

Dropping her wad of steel wool, she looped her arms beneath his armpits again and dragged him from the trough.

She cleared his airway and frantically tried to detect any signs of life - breath, heartbeat…

_God $#/ #$ !$ Mother #&# !_

Leo vaguely recalled a CPR class she had taken in high school and promptly initiated mouth-to-mouth, tilting his head back to clear the airway, sealing her mouth to his as she pinched the nostrils closed, breathing into him and counting, feeling for his heart.

_Start beating, you bastard. BEAT!…_

Nothing.

She then straddled Clark and started chest compressions, but to no effect – his chest barely moved when she pressed. Although he was bleeding and clinically dead, his chest cavity stubbornly refused to budge; it was like trying to perform compressions on an immovable steel drum, even when she committed her entire body weight to the exercise.

But she pressed on, alternating mouth-to-mouth and chest compressions repeatedly, silently praying to God, praying to _any_ deity who would listen, praying to a being she had ceased believing in a long time ago…

Nothing.

"Help," she finally mumbled quietly, rocking back and forth with him, his body cold against hers. "Help."

She still clung to him, her sobs shaking them both. The acrid fumes from Clark's chemical bath filled her nose and burned her eyes, but they couldn't incite tears that already flowed freely.

The concept of Clark's death eluded her. She couldn't comprehend it. She couldn't accept it. She gripped him tighter, her emotions bursting to the surface as her voice tore through the unbearable silence –

"HELP ME! SOMEBODY HELP ME! PLEASE!"

Almost in answer to her cries, the clouds above parted, and the entire farm was bathed with rays of sunshine.

Leo stifled a giggle. She swallowed the tears that stung the back of her throat, but all she tasted was the burning bile that was welling up.

'_You've got to be kidding me_,' she thought bitterly.

She had placed her faith in some 'higher power,' prayed to the same so-called wise and benevolent God that stole her mother, begged Him to save Clark's life – _and that smug mother-fucker in Heaven has THE BALLS TO SEND DOWN **SUNSHINE**!_

"**FUCK YOU!**" Leo shrieked at the sky. She railed against a cruel and unjust tyrant that ruled from above, imperiously demanded obedience but then imparting nothing but pain and misery down on her…

_But I'll make you pay._

First, she'd go after the person who did this – and then she would take her vengeance on the rest of the world.

_If I can't strike down a God, then I'll strike down everything he stands for, just make it all burn… _

Suddenly, she was startled from her thoughts as Clark gasped and coughed.

"Clark!" she exclaimed, immediately rushing back to his side, watching with intensity as his chest slowly rose and fell. He was still unconscious and still badly injured - but he was alive!

Leo didn't waste anytime rejoicing – she grasped him firmly again and dragged his limp body to the car, ignoring the water and blood stains he left on the Corinthian leather interior as she secured him firmly in the passenger seat.

She had spent over five months corresponding with her engineers; helping them hone the vehicle she had asked them to produce to perfection. It had been an arduous task, because nothing less than poetry in motion was acceptable to her.

But as Leo's automotive prize roared towards Metropolis, the one of a kind vehicle was proving worthy of its hefty price tag. It was the fastest custom model available, and Leo had no qualms about its top speed being completely illegal... in any country.

As she briefly peered at Clark's crumpled form beside her, she was determined to break her own record as the car's wheels almost left the road, then juddered with the effort to stay horizontal as it hurtled through a sharp slippery bend. Leo never let her eyes leave the road again, pushing the vehicle for more speed than even it could give.

With her hair whipping violently around face and the intense road noise irritating her concentration, Leo would have shut the open top of her convertible if she hadn't noticed Clark's body unconsciously leaning toward the sunlight like a flower.

'_Screw it_,' she groused to herself. His breathing still sounded raspy and he was cold to the touch when she dragged him into the car. If the sun made him comfortable, she could bear the inconvenience. Meanwhile, Leo dialed her cell phone and barked orders to her staff, coordinating all the necessary preparations for when they arrived at Cadmus Labs.

The sun was only just setting below the horizon when they arrived at the service entrance. Two security officers hoisted Clark onto a gurney before rolling him into the secured wing of the facility. As Leo anxiously hovered over Clark the entire way, she was greeted by an extremely nervous Dr. Cecil Sutherland.

"Ahh, Miss Luthor…" he acknowledged as they entered the examination room, his balding head beaded with sweat, fiddling with this glasses.

"Here he is, now treat him," she demanded without preamble.

"M-Miss Luthor, as I've noted before, this isn't a hospital…"

"You have everything you need!" In fact, the examination room at Cadmus Labs was arguably _better_ equipped than any emergency room in the world.

"But I'm not an emergency room physician!" he protested. "I'm primarily a researcher; I haven't performed as a clinician since my residency…"

Leo grabbed the lapels of Dr. Sutherland's lab coat roughly and angrily shoved his portly bulk up against a wall, bouncing his head off the tile. "Let me make this perfectly clear," she hissed fiercely through clenched teeth, "You will treat him! And should you fail," she remarked darkly, "The condition **he** leaves this room in… _will_ be the condition **you** leave this room in. _Are we clear_?"

Dr. Sutherland shuddered. "Yes Ms. Luthor." As the head of "Miscellaneous Projects" at Leocorp's Cadmus Labs, he knew she would make good on her word: as an indentured servant to her blackmail, Dr. Sutherland was well privy to the dark side of Leo Luthor's whims.

But before he could proceed, Leo stopped him again.

"Doctor," Leo began, "Before you begin – draw a blood sample and run an analysis." After all, Clark was breathing again and his injuries already looked better than they were a couple hours ago. '_This may be the last chance you get to collect a sample_,' she reminded herself. '_Clark is already healing, for whatever miraculous reason; pretty soon, a needle won't be able to penetrate anymore…_'

Dr. Sutherland just looked confused. "I thought you said to treat him?"

"An examination of his blood could aid in his treatment if there are any complications," Leo reasoned, attempting to justify the measure to herself as much as the doctor.

But Sutherland insisted, "I can't analyze a blood sample and tend his injuries simultaneously. Perhaps if you could assign me some staff support…."

"No support," Leo replied curtly. "Either handle this yourself, or I'll find someone else who can." If Sutherland double-crossed her or betrayed any details about Clark, she had the child porn from his home computer as an insurance policy to keep him quiet – Leo didn't have comparable blackmail material on anyone else at the facility, and thus didn't trust anyone else with Clark's treatment either.

"I only have two hands," he reminded her weakly.

Leo swore to herself. "Fine. Concentrate on him. Draw the blood sample first and forward it to R&D." It was implicitly understood that he was not to discuss his work with another living soul.

Wordlessly dismissing Sutherland, Leo dialed the nearest facility wall phone and dialed her R&D chief.

"Dr. Fontaine? Leo Luthor. I'm sending a blood sample to your lab; it will be arriving in a few minutes. Run a full workup and forward the results to both my private office and Dr. Sutherland, ASAP."

"But, Ms. Luthor," she protested, "my current laboratory trial –"

"**Can wait.**" Leo finished sternly. "I expect the preliminary results immediately, or you'll be lucky to find work as a grade school science teacher. **Is that clear?**"

"Of – of course, ma'am. My apol –"

Slamming the phone in place, Leo marched to the nearby staff kitchen to grab a first aid kit so as to wrap her blistered hands and boil a mug of water in the microwave – she wanted to bring Clark something warm, tea or soup, in case he woke up and wanted something. She could have just ordered a gopher to fetch it, but Leo preferred to handle this herself; she needed to feel useful….

'What am I thinking?' she scolded herself. After she'd finished wrapping her hands in gauze, Leo grabbed a bottle of water from the fridge to check in on Clark in the examination room.

By the time she returned, Dr. Sutherland had already finished tending to Clark's remaining superficial injuries and hooked him up to the standard observation equipment to monitor his life signs.

After the doctor left, Leo stood inside the doorframe, eying Clark awkwardly and reassuring herself that he was going to be fine.

Her nurturing skills were vestigial at best – she really wasn't sure what to do. All she could do was stare.

Eventually, and much to her surprise, he blinked his big blue-green eyes at her and licked his cracked lips.

Leo perched awkwardly on the edge of his bed beside him.

In response, Clark wrinkled his forehead in that cute way he did when he was confused.

"Leo?" he breathed.

"Yes, Clark." She made her voice as gentle as she could make it.

He blinked some more, but then his eyes closed.

"Wait," she whispered. "Clark! Don't. You need water," she twisted open the bottle she'd brought with her.

His eyes flickered open again.

"Here, drink," she offered gently.

He opened his mouth like a little bird as she carefully leaked a small trickle of water into his mouth. He blinked and swallowed, and they did it again. After about a quarter of the bottle, he whispered, "Thanks," and closed his eyes again.

Leo took a moment to compose herself and re-cap the bottle. She then quietly slipped off the edge of the bed and retreated to a corner to make a few phone calls on her cell phone. While she didn't want to disturb Clark's rest, she didn't want to leave the room either; the examination room was windowless, and Leo really did want to keep on eye on Clark.

However, the calls on her cell phone could not be delayed. In addition to conveying word to Clark's parent, other arrangements also had to be made.

_Someone attacked Clark, and whoever that someone is, they're going to pay. _

00000000000000000

"Of – of course, ma'am. My apol –"

A pale Dr. Wendy Fontaine hung up the phone with Leo and asked her research assistant, Rob, to continue their lab series before she adjourned to the secondary lab room to run Ms. Luthor's blood work request.

While she resented being chewed out like a first year grad student, Wendy kept her fuming to herself. Everyone knew what a short fuse the Bitc – _the Boss_ – could have sometimes, and Wendy was in no mood to lose her job.

'_Especially since this is the best job I've ever had_,' she admitted to herself.

As the head of R&D at Cadmus Labs, Dr. Fontaine had finally reached the point in her career where she could concentrate largely on projects that interested _her_.

_And the money isn't bad either._

Not that money was everything, but her salary at Leocorp was ridiculously higher than that of her old position at Wayne Biotech – in addition to giving her an excuse to move out of Gotham.

_What a miserable cesspool that city was…_

While Ms. Luthor was certainly more abrasive than her kindly former mentor at Wayne Enterprises, Lucius Fox, Wendy decided she really was better off here at Leocorp. Aside from her current employer's occasionally eccentric requests, Wendy really did enjoy her work here.

Sighing in resignation, she had just finished prepping the lab space for a standard CBC / Chem-7 series when a security guard dropped off the blood sample.

"At least this should be quick," she grumbled to herself. Wendy doubted the blood would yield any results worth her time. Besides, the sooner she finished this chore, the sooner she could get back to her primary focus – her cellular cloning research…

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Fully alert, Mayson Drake looked on silently in Lionel Luthor's office – ready to spring into action at a moment's notice – as Slade placed the tube of blood into Lionel's eager hands.

Lionel's face lit up in a delighted grin that split his face from ear to ear. Sending his operative on this mission had been a calculated risk, but well worth the payoff in Lionel's view. "Well done, Mr. Wilson. I see my faith in you was well placed."

Noting the fanatical gleam in Lionel's eyes, Slade commented, "If I didn't know better, I'd swear you were holding liquid gold."

Smirking back at the mercenary / test subject, Lionel replied, "Value can be found all around us, Mr. Wilson. But it takes a true visionary to recognize and transform that potential into a tangible commodity."

As an accomplished businessman, Lionel was a master of contingency planning – just in case Dr. Teng's dissection of the test subject failed to yield a breakthrough, the farm boy's blood might become his only other avenue for fashioning a cure for himself.

Slade frowned at Luthor's explanation. "If this kid's blood is so valuable, why don't you just…confiscate the source?" he inquired.

Lionel merely continued smirking ruefully back at him. "My reasons are, of course, my own – and I'm not paying you to ask questions."

Truthfully, Lionel actually saw no need to take such a drastic step – yet. The boy still had absolutely no idea that he had been behind the attack. In fact, Lionel doubted even Leo would piece together his involvement, although he had no doubt that his daughter would probably pay him a visit in the next few days, fishing for clues.

_Besides, if this sample runs out, I can always drop by the farm to harvest more – especially now that I know the gel capsules and fine point trinium-titanium syringes work…_

Which slightly puzzled Lionel. While the experimental alloy was undoubtedly tough, he had originally doubted that even that alloy could have pierced the boy's skin.

_Perhaps something in the immobilizing gel rendered him temporarily vulnerable? _

Lionel made a mental note to investigate that later – analysis of his blood sample would undoubtedly yield more clues to the boy's physiology and potential vulnerabilities…

Meanwhile, Slade merely nodded to Mr. Luthor's response, pulling a slip of paper from his pocket. "Speaking of which, you can wire my payment to this account number in the Cayman's…"

"Actually, there's been a slight change of plans," Lionel interrupted, clutching his precious vile of blood closer to him.

Slade's expression hardened as his body immediately tensed. "What the hell does that mean?" he challenged coldly.

Mayson quietly slipped into position behind him.

Lionel raised a hand to calm Slade's fears. "Rest assured, Mr. Wilson, cheating you out of _money_ is not my intention. However, a man in **my** position can't afford to leave a paper trail leading to someone, ahm…" Lionel tried to find a diplomatic way of phrasing this, "…to someone like **you**, either literally or electronically."

"So what are you suggesting?" Slade inquired suspiciously, bristling at Luthor's implied insult.

"Ms. Drake will escort you to a car, parked some distance from here," Lionel explained. "In the trunk is your payment – in the form of United States bearer bonds, coupons attached. They are one hundred percent convertible to cash in any commercial bank in the world and are completely untraceable."

Slade glared at him but nodded reluctantly in agreement.

Attempting to allay his concerns, Lionel offered him a congenial smile. "Relax, Mr. Wilson. I promise you: you're going to get everything you deserve."

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To be continued…


	25. Chapter 22

All previous disclaimers apply.

Revised previous chapter 21 for language as of 06 / 05 / 06.

A big thank you as always to my lovely and patient beta, SS4EVA! To ALL of you who have taken the time to review: Thank you so much -- your feedback helps sustain me! And now, on with our story. Enjoy!

**Chapter 22**

Warmth was a concept Clark had always had trouble with. He could easily withstand temperatures that might have scalded the flesh from anyone else, but that didn't mean that he didn't feel them. He could tell when something was hot, or cold, but it was the degrees that were harder to define. To him, there was little difference between room temperature and sticking his hand in a fire. If he really concentrated, he could tell one was hotter than the other, but the difference was truly slight to him.

But awaking to Leo snuggling against his side, feeling her pressed against his chest, gave him a new insight into what warmth really meant.

It might have just been an overactive imagination, or his powers picking up the slight vibrations, but he could have sworn he felt her heart beating against his chest. What he knew was he could feel was her breath against his neck and her arm draped across his chest.

And her snoring in his ear.

_Well, maybe 'snoring' isn't the right word._

It sounded more like a soft, rhythmic purring that Clark found oddly relaxing. He instinctively squeezed his arms around her a little tighter, burying his nose in the soft vanilla scent of her hair. Clark loved that smell; it reminded him of his mom's pound cake and filled him with comforting thoughts of home.

Under other circumstances, waking up in an unfamiliar, sterile, windowless hospital room and being hooked up by electrodes to a bunch of electronic monitors would have freaked him out, but having Leo there went a long way to calming him down.

'_This is nice_,' he thought absently. If this was a dream, it sure was a pleasant one.

Some muttering broke into his thoughts. Leo, dressed in a rumpled blood-stained silk blouse and skirt, lay curled up beside him. With one hand clenched around her cell phone, the other clung to his arm like a barnacle to a boat's hull. Through her sheer stockings, he noticed her toenails were still painted a bright crimson. He grinned, fondly recalling the afternoon he had first seen her painted toenails.

Clark noticed she slept restlessly, with small squirming motions; for a moment, her nose twitched as she nuzzled her cheek against his bare chest…

_Wait a minute – am I naked?_

Clark hurriedly ran his hands over himself, confirming that he at least had a partial paper gown covering his lower half. However, while clutching at his bed sheet, he inadvertently jostled Leo awake.

She awoke to a pair of comforting blue-green eyes on her.

Their gazes locked.

"Hi." He greeted softly. Her arms, now wrapped around his middle, tightened around him. It was a fractional movement. A meaningful movement.

"How do you feel?" she whispered, afraid this was a dream – a dream where she awoke and still found him slumbering forever. Most of his wounds appeared to be healed, but a cold ball of lead still sank into her stomach as she looked him over.

"Mmm…tired," he breathed. "But I'll be fine." His arm wound around her, his free hand unconsciously entwined with hers, trying to draw solace from her touch.

Leo frowned, her brows knotting together, worry lines etched on her face. _He's still a terrible liar._ From his body motion and the withdrawal in his eyes, she knew something was wrong.

"Don't lie to me," she warned sharply, the piercing look from her searching eyes penetrating his deceit, even as she inwardly shriveled with panic.

He sat up on the bed, his back propped against a pillow, Leo's lithe form curled next to him. The harsh glare of the overhead fluorescent lights bothered him – he instinctively sought out the warm, reassuring embrace of the sun, **but he couldn't find it**.

He tried again to look through the ceiling to world outside and then the wall, but to no avail. His vision couldn't penetrate!

"It's not working," Clark blurted out. "I can't see through the walls. Where are we?"

_Uh oh_. "Don't worry, Clark. We're at a private medical research facility in Metropolis." Noting Clark's alarmed expression, Leo quickly explained, "Your secret is still safe. This place is owned by Leocorp, not my father, and I'm the only one here who knows the truth about you. The room is private, and the building is totally secure."

"But my powers, my x-ray vision…"

"Lead paint," Leo replied. "The building is a little old, and I still haven't replaced it yet," she lied. Actually, all the rooms in every secure section at Leocorp were lined with lead, but that was a precaution she didn't feel compelled to share with Clark. Leocorp was engaged in a myriad of clandestine projects that Clark might not fully appreciate or understand.

Case in point: Clark's current room was also the same place Dr. Sutherland had performed the autopsy on Dr. Hamilton's body.

Leo mentally categorized details like _that_ on a running list of "Things-Clark-Never-Needs-To-Know."

"Try to conserve your strength for now," she counseled. "Or maybe you could tell me what happened?" she asked, eager to divert the conversation to more constructive ground.

Clark recounted what little he remembered, but it seemed he hadn'tmany details about his assailant. Clark couldn't even remember the blood sample his attacker had collected after his beating.

Still, Leo felt compelled to convey the information she had collected from him to the small army of private investigators and law enforcement agents she had begun organizing the previous evening.

But as she rose to leave, Clark gently tugged on her arm. "Umm, would you mind sticking around for a little while?" he asked, his embarrassment obvious.

_What am I, a three-year-old? _

But he was recovering from the only serious beating of his life and surrounded by an alien environment – he only wanted some company.

And anyways, he also enjoyed his physical proximity to Leo too. Oddly enough, the thought of curling around Leo in bed didn't make him blush this time…

"Maybe later, Clark, after I convey your information to my people in the field."

"Oh, okay," he nodded forlornly.

_Shit._ He was leveling that puppy dog expression at her, like she'd just drowned a litter of kittens in front of him. While Leo briefly resented him for having that much influence over her, part of her really didn't mind.

Leo sighed and resumed her place next to him. "But I suppose that can wait. It is rather comfortable here," she admitted. Panic and worry aside, she had just enjoyed her most fitful few hours of unbroken sleep in a very long time.

_And Clark's pecs do make such wonderful pillows… _

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"How much further?" Slade demanded.

"Not much – the car is parked on the top tier of the garage," Mayson explained as they waited in the elevator. "You know, we could have gotten here much faster if we took my car."

"I prefer the bus."_ There's less chance of my getting ambushed that way._

"I could have just told you where the pick up was," she countered, "So you could get it yourself."

"I wanted the company." _In case you send me to pick up a ticking bomb instead of my fee._

Mayson rolled her eyes at his obvious paranoia. It wasn't even as if she was planning on killing him. Mr. Luthor's instructions were clear: he was only to be incapacitated – **under no circumstances is he to be killed or any of his internal organs physically damaged.** Mayson was a little puzzled by the odd specificity of Mr. Luthor's instructions, but she shrugged it off.

'_To each his own,' _she thought dismissively. During her relatively brief career at Wolfram and Hart, she had already fulfilled more bizarre requests for the firm's roster of clients. She took pride in delivering what they demanded, and the firm had a reputation to uphold.

Still, Mayson would have preferred to take him down in Mr. Luthor's office, but her client had vetoed that idea outright.

Mr. Luthor claimed he didn't want any violence in the building.

Mayson suspected he was more concerned with keeping his own ass out of harm's way.

Whatever the reasoning, Mayson felt obligated to execute her client's wishes.

Exiting from the elevator at the top floor of the parking structure, Mayson led Slade to a gray Chevy sedan on the far side of the floor. A plain white van, parked several spaces down from the car, was the only other vehicle on the floor at this late hour.

They walked side by side in silence. Slade continued scanning the deserted parking level for any potential threats.

_This smells like a trap. Literally._ His enhanced nostrils detected a faint whiff of Aqua Velva aftershave. He doubted that scent belonged to Mayson.

"Here we are!" she gestured cheerfully towards the Chevy, tossing him the keys.

He tossed them back. "You open the trunk." He eyed Mayson steadily, keeping the parked van in his peripheral vision at all times.

Mayson raised an amused eyebrow. "Looks like someone's got trust issues." Inserting the key into the lock, she popped the trunk and retrieved a small satchel. "Satisfied?"

"Open the bag."

Mayson complied, then showed Slade the contents. "See? No rubber snakes, no fake vomit, just…"

"Toss it to me." Catching the bag, Slade reached in and pulled out one of the bond certificates inside. Somehow, the bag seemed far too small to contain this much money. Inspecting the certificates for a moment, they looked real, except…

"Wait a minute," Slade growled. "These bonds have _expiration_ dates. Bearer bonds don't expire!" he snarled. Digging through the rest of the certificates in the satchel, he found that they all contained the same flaw. "These are all dummy bonds!"

"And you're the dummy," Mayson replied.

The rear door of the van flew open as Slade counted five men climbing out in staggered formation. He scanned the surrounding area quickly, confirming that there were no other 'surprises' in store for him. The woman lawyer was unarmed, and even the men that approached him seemed to be carrying non-lethal ordinance only.

As the men halted a few paces from his position – within the short range of their stun weapons – Slade mentally cataloged the armaments of each man and devised the most efficient means to neutralize each one. He processed these details in stride – he truly wasn't concerned.

Mayson smiled up at him like a beauty contestant. "Now then, we can do this the hard way…"

Slade threw the satchel at the man with the drawn tranquilizer gun and lunged at Mayson.

The ploy only distracted the lead shooter for a split second, but that was all Slade needed. By the time the shooter recovered and pulled the trigger, Slade had already snatched a surprised Mayson and hauled her in front of him as a human shield.

The horse-tranquilizer dart – intended for him – slammed into Mayson's neck instead.

With Mayson neutralized, he tossed her aside and slammed his fist into the nose of the goon who had just fired the dart gun, shattering the septum and driving a wedge of bone into the man's brain.

Slade followed up with a quick kick between the legs of the next one, then moved onto the third, punching three times in quick succession – solar plexus, thorax, and throat – the last blow crushing the man's windpipe.

The remainder of the lawyer's cohorts only then began to react, and the two with tasers tried to index their weapons, but they were woefully slow. Slade kept moving, snapping a kill shot to the ribs, shattering the bone and puncturing the man's lungs, before he moved onto the last two.

He took the one with the taser first, catching his wrist and snapping it down – the man screamed after a sickening snapping sound. Slade finished him off by slamming his forearm up and across his face, feeling more cartilage crackle and splinter.

The final man, the one he had kicked in the groin, had managed to take a defensive stance, so Slade decided to toy with him. He allowed the man to try to hit him, parrying the three punches he threw with his left arm, before striking the man in the right ear.

As Slade's opponent howled in pain, recoiling, he left himself wide open.

Slade finished with a sequence he'd mastered back at Fort Bragg: six quick blows, alternating hands, into the man's gut and chest, pulverizing his internal organs. Slade turned away from him, snapping his elbow back and into the base of the man's chest, just below the ribs, to the xiphoid process, to finish him off.

By that point, Mayson had yanked the tranquilizer dart from her neck. She was still woozy, but her slayer physiology allowed her to at least return shakily to her feet.

"Bad move little girl," Slade taunted, "You should have stayed down."

Growling, he rounded on Mayson, both hands coming around to box her head and crush her skull…

To his shock, Mayson blocked him with her forearms.

The small blonde then answered with two kicks of her own – with Slade blocking both – before he brought his elbow around and over, a death stroke aimed for her temple.

He was suddenly all the more surprised when the girl…_blocked me again?_ Slade was surprised by the speed at which she responded.

They began exchanging blows faster and faster, Slade alternating punches and kicks, each targeting a vital organ, each intended to kill…

For Mayson's part, she found herself almost entirely on the defensive. Her head was still cloudy from the effects of the powerful sedative as she fought for an advantage. She finally broke an opening and followed it up with a finger strike, trying to hit Slade between the eyes, trying to disorient him, trying to buy time…

Slade absorbed the hit, lowering his head so that Mayson's fingers bounced off his scalp, and he tried for a head-butt. Mayson ducked it, and for a moment they stood apart, each warrior regarding the other warily.

The Slayer was still trying to shake off the effects of the drug in her system, but her head was still swimming and her limbs felt like they were dragging lead weights.

Slade was sucking air into lungs that were aching and empty.

"**What are you** " Slade demanded between breaths, his lips curling into a frustrated snarl. In spite of her being half-drugged and half his size, in spite of all his training and physical enhancements, this lawyer – _a tiny wisp of a girl!_ – had fought him to a standstill.

Suddenly, before she could respond, Slade's form morphed into a completely different figure, right before Mayson's drugged eyes, into a platinum blonde vamp in a long leather duster. _"The way you make it hurt in all the wrong places," he leered, "I've never been with such an animal." _

"I'm not an animal," she muttered.

_The phantom vamp smirked wickedly. "You wanna see the bite marks__?"_

Detecting the sudden shift in his dazed opponent's demeanor - _and who the hell was she talking to? -_Slade instantly seized the advantage – he palmed the last of Luthor's gel pellets from his sleeve (glad that he had the foresight to secretly hold back a couple in reserve) and hurled them at the girl. Before Mayson could respond, the pellets burst upon contact with her, coating her body in the immobilizing gel.

Mayson struggled to move her limbs, struggled to resume a fighting stance, but she couldn't move beyond a snail's pace. By then, the mirage of the mysterious vamp had disappeared – and Slade's approaching figure took his place.

Her eyes widened as she saw Slade cocking his fist, and she was powerless to stop him. _Oh crap – this is going to hurt…_

And Mayson felt the hot sensation of a fist cracking her jaw, the world spun, and she was on her back looking up at the stars as Slade reached down for her.

"Whatever retainer he's paying, it can't possibly be worth what I'm going to do to you…"

Her nose exploded like a grenade beneath his fist, cartilage crunching, blood spraying everywhere, involuntary tears in her eyes from the blow – unable to speak beyond gasps, she swallowed the coppery taste of the blood swimming in her mouth.

'_Odd,_' Slade thought. Luthor's gel capsules didn't seem nearly as effective on the girl as it was on the so-called superboy. '_To hell with it,_' he thought, shrugging it off, '_It works well enough.'_

Between the lingering effects of the tranquilizer, her sustained injuries, and the immobilizing gel, Mayson was no longer in a position to mount any resistance.

Yanking her to her feet again, Slade dragged Mayson's broken form to the ledge of the parking garage before he grabbed her neck and lifted her into the air, her body hanging like a limp rag doll, his fingers sinking into the soft flesh of her throat.

With no small wonder in his voice, he remarked, "You're still alive." That last blow was a kill shot – _how the hell is she not dead? Is she another one of Luthor's experiments?_

"Looks like someone's got a few enhancements of her own," Slade remarked with grim amusement. "But tell me this, little girl: can you fly?"

He then heaved her over the edge, watching as her body plunged seven stories to the asphalt below. He didn't need his enhanced senses to hear the cracking of bones when her body impacted. He savored the odd angles her body made below and the small pool of blood that formed around her.

He allowed himself a moment to savor the victory, but only a moment – there was still work to be down.

_Luthor is a dead man._

000000000000000000000000

That Saturday at the Farmer's Market, Leo avoided the Kent Produce stand like the plague. While she treasured Clark's company, she wasn't eager for another tense confrontation with his parents. After she'd returned Clark to the Kent Farm the other day, Mr. Kent had practically accused her of attacking Clark herself.

'_Never mind the fact that I rescued his son from certain death_,' she thought bitterly.

And that thought terrified her.

While she couldn't initiate an official police investigation (to preserve Clark's secret), Leo had deployed every means at her disposal to entice, cajole, or threaten the necessary law enforcement elements to fully cooperate with her private investigation. Her own team had scoured every inch of the farmhouse, barnyard, and gravel drive for forensic clues (which didn't precisely thrill the Kents), but they had found no illuminating evidence at all.

Even Clark's eyewitness account wasn't all that helpful; while a one-eyed white guy was something to go on, Clark had failed to identify any of the mug shots that featured known criminals who featured the particular characteristic.

_Which either means Clark's attacker has no criminal record or has someone extraordinarily powerful covering his tracks for him._

_And what possible motivation would anyone have to attack Clark?_

All of Clark's meteor mutant foes were locked up in Belle Reeve. And Lucas didn't even know anything about Clark's abilities, so he couldn't have told anyone about him (Leo had confirmed that after an exhaustive and rigorous "hard" interrogation).

After Sutherland's analysis of the gel residue on Clark's clothing, it seemed that whoever was behind Clark's attack knew **exactly** what his vulnerability was – and that wasn't knowledge she wanted anyone **else** having.

Which brought her back to her father.

The same sinking feeling in her gut when she learned he had access to her vault seized her now – and his theft of the Kewatche Cave Conservancy only confirmed her darkest fears about what he knew.

_But what possible motive could he have?_

It just didn't make any sense. Her father was no saint, but random brutality just wasn't his style either.

_What am I missing?_

She resolved to have a sit-down with her father soon to feel him out. She would have to be subtle, to avoid arousing his suspicion (just in case he had nothing to do with this), but Leo was confident she could wheedle some answers from her father without his knowing.

In the meantime, Leo grasped Clark by the elbow. "Come on. I feel like a walk." She started up the main thoroughfare of the Farmer's Market with a determined stride. Clark trotted obediently along, but quirked an eyebrow at her when he caught up.

"You get kind of intense sometimes, you know that?"

Leo shrugged. "I have to be. It's how I keep my image."

He surveyed her thoughtfully. "I guess. The other day, at the lab, I heard some of the staff there call you…ummm…"

"Yes?"

"Well, uh, some not-very-nice names," Clark blushed. The most popular adjective rhymed with 'rich'. He'd also overheard a couple of the security guards speculating how long it had been since the 'bossy cunt had gotten laid'. That comment had angered Clark but he hadn't done anything about it at the time because he thought he was hallucinating – he was alone in his room at the lab, but their voices sounded like they were right next to him. _Weird._ "Anyway," he continued, "You don't seem that way to me."

She laughed and shook her head at his naivete. "I'm a woman in a field that's predominantly male, Clark. I can't show any vulnerability or I lose credibility."

Clark frowned at that. "I don't see why. I mean, you started your own company, and all the business articles I've read about you seem pretty positive. You're brilliant. Anyone that meets you can't help being impressed by you."

Leo smiled, unexpectedly flattered. "Thank you, Clark."

"I mean it," he insisted. Clark shoved his hands into the pockets of his jeans and added hushly (since they were in public), "Do you think anyone else would have been able to…help me out like that the other day?"

She shrugged. "My father always said I was an unconventional thinker; and coming from him, that's not a compliment. Somehow, I've always managed to disappoint him."

"You've gotta be kidding," Clark scoffed. "I don't know how he could _not_ be proud of you."

"Nothing I've ever done has been enough," Leo answered, trying to keep the bitterness from her voice, wondering again why she felt she could confide in Clark so easily. Something about him just seemed to invite confidences. "I started out the wrong gender, and it was downhill from there…"

"_Look, Dad, I got 98 percent!"_

"_That's wonderful sweetheart. That only leaves two more percent for improvement…"_

"…he even made being an 'unconventional thinker' sound inferior."

"I don't see why you have to prove anything to anyone. Any dad who had a daughter like you would be nuts not to be proud of her," he said earnestly. "I'd say the problem is his, not yours."

Leo burned with horror and embarrassment. _Where the fuck did that come from? I don't need anyone's damn pity… _

'_Although pity can be useful too_,' a dark voice in her head reminded. _'After all, you catch more bees with honey…_'

"Why thank you, Clark – I'm glad you at least have confidence in me. So when can I check you out again?"

Clark gulped. "Huh?"

Leo's eyes glittered in a determined expression. "You were the victim of a vicious assault, Clark. It's only prudent to look you over and make sure you're okay."

"But I feel fine," Clark objected, regaining his bearings.

"I just want to confirm that," Leo insisted. Then, in a lowered voice, she explained, "During the _incident_, I had no idea what your baseline vital statistics were. There's a lot we still don't know about your physiology, and it would be helpful to know more."

"Thanks Leo, but I don't think it's necessary," he responded nervously. While what she said made sense, he remained suspicious of letting other people in on his secret.

Reading his mind, Leo responded, "I promise – all the results will stay between us. I'll perform them all myself." Looking up at him hopefully, she added solemnly, "I'm just talking about some cursory observations, Clark – nothing invasive."

Clark shook his head. _Leo just doesn't get it. _To his mind, the more she learned about him, the bigger a target **she** would become. The psycho that had attacked him was still out there, and he didn't want to give the guy a reason to target **her**. If Leo ever got hurt because of his secret, Clark knew he'd never forgive himself.

"I just don't think it's necessary," Clark said out loud.

Leo averted her eyes from his and physically retreated from him, folding her arms defensively. "That's okay, Clark. I understand," she pouted. "My father never really trusted me either. Maybe you're both right not to," she added, making an exaggerated show of her hurt with her body language.

Leo considered adding a couple tears but opted against it. '_Too over the top_,' she decided…

Meanwhile, Clark's face crumpled. He'd never meant to hurt her feelings!

"Hey, it's got nothing to do with that," Clark gently assured her. "It's just…" he sighed. "Just…could you give me some time to think about it?"

"Really?" she tilted her head to the side a little , lips curling into a small smile.

"Of course," Clark replied with relief. Though immune to all earthly harm, Clark shared the universal male aversion of a woman in tears and was relieved for the reprieve. Still, he felt bad and desperately tried to think of a way to cheer her up. Then, he struck upon an inspiration.

"How about we grab a bite to eat?" he inquired. "I know where we can get the best cookies in Kansas," he confided. Whenever _he_ felt down, a platter of warm cookies and milk always cheered him up.

Leo shot him a quizzical look. _How did we go from discussing our fundamental trust issues to **baked goods**?_

Outwardly, she eloquently replied, "Err, sure."

Slipping her arm into his, Leo temporarily allowed him to lead her to his intended destination. "So, the best cookies in Kansas, hmmm?" Leo prodded skeptically. '_Don't press too hard,_' she reminded herself.

Clark nodded. "Unbelievable. They'll change your life."

"Better than your mother's?"

Clark winced theatrically. "Well, that's a question I don't think I should answer in public or out loud. Ever."

"That will be $12.19, Mrs. Heathenway." Leo looked up in surprise; very little at the Farmer's Market cost more than ten dollars. Mrs. Heathenway was buying a substantial amount of 'Marissa's Amazing Cookies,' however, so she scanned the chalkboard menu.

"What do you recommend, Clark?"

He sighed rapturously, and Leo rolled her eyes. "All of them," he suggested. "Just – all of them. I, however, will be purchasing one of the famous double peanut butter chocolate swirl cookies, which have been know to make many of Smallville's denizens swoon with joy."

"Did you just say 'denizens'?" Leo said incredulously.

"Hey, you already took your SAT's," he replied defensively. "I need to be expanding my vocabulary at every opportunity. You should be helping, not criticizing."

Mrs. Heathenway was still standing by the cash register, and Leo watched her struggling with her ludicrously inaccessible change purse. "You want to expand your vocabulary? Define 'moronic,'" Leo said as she slid a hand into her own purse.

Clark tilted his head. "Hmm. Moronic – adjective, meaning 'bite me.'"

Leo chuckled as she dropped nineteen cents into Marissa's hand. "You're just saying that because you have cookies on the brain."

Clark beamed at Leo with delight when Mrs. Heathenway turned around and stared at Leo in shock. "Miss Luthor, y—you're very kind, but there's no need, really…"

Leo felt her pulse jump. "Oh, don't worry about it. You don't want to be carrying around pounds of change all day."

Then, favoring the elderly woman with her most dazzling 'Cover Girl' smile, Leo added, "And please, call me Leo."

'_She really does listen to me!_' Clark inwardly rejoiced.

He was touched – and completely ashamed. Leo had never done anything but help him, and he _still_ didn't trust her. Clark realized he really was acting as badly toward her as either Lionel or his own father. He suddenly felt like an overgrown baby squealing about a doctor's visit.

_Oh man – I'm a terrible person and a horrible friend…_.

And oh how Clark wanted to be more than just her friend, but that was a whole other subject…

After they purchased their cookies, Clark cleared his throat and announced a decision. "Umm, Leo? I was just thinking. About that stuff you mentioned about a…a physical check-up and all…"

Leo's eyes widened slightly. "Yes, Clark?" she asked softly, brushing a strand of hair from her cheek.

"Ahh, I guess it might not be such a bad idea," Clark shrugged. After all, Leo had made so many compromises for him – visiting his barn, hanging out at the Farmer's Market, helping him master his powers, saving his life – it only seemed fair to meet her halfway. "Besides," Clark added playfully, "you don't **look** like an evil genius plotting my destruction."

"I left my membership to the 'Legion of Doom' at home," Leo responded dryly. "You want to drop by the lab next week?"

Clark smiled hesitantly and nodded. "Yeah, sounds good."

Leo bathed him in her most breath-taking smile and squeezed his arm encouragingly.

_Checkmate._

Leo wasn't precisely sure what had changed his mind, but she didn't really care. After months of effort, months of chipping away at his resistance, she had _finally_ coaxed Clark's voluntary agreement to laboratory examination!

'_Maybe stopping for cookies wasn't such a bad idea,_' she thought to herself, toasting her latest triumph over an oatmeal raison cookie.

_Now, if I could just convince him to hand over his ship…_

000000000

_She awoke in a dusty crypt, lying atop a pile of Oriental rugs, lying side-by-side with him._

"_Uh…we missed the bed again," she panted._

"_Lucky for the bed," he observed devilishly._

_She continued panting, lifting herself up on her elbows and looking at the rug covering her body. "Is this a new rug?"_

"_Are we having a conversation?" he challenged. "And isn't this usually the part where you kick me in the head and run out, virtue fluttering?"_

"_That's the plan," she said, before admitting in embarrassment, "As soon as my legs start working."_

_As she began to close her eyes, his voice stopped her._

"_No, **don't** ... don't close your eyes," he ordered. "Look at them." _

_As her eyelids fluttered open again, she suddenly found herself on a balcony, looking down on her friends…or at least, that was who she imagined they were. She instinctively knew she would do anything for them. It was her responsibility to protect them all…_

"_That's not your world," he insisted, "You belong in the shadows... with me." _

_As she continued to look down on her laughing, oblivious friends, she felt his hot, moist breath tickling her ear, "Look at them and tell me you don't love getting away with this, right under their noses." _

"_What would they think of you," he taunted, his hand ghosting over her bare shoulders, "If they found out **all** the things you've done?" His hands were now stroking her arm._

"_Don't," she whispered._

"_Stop me," he chided, his hand traveling up her thigh and pulling her skirt up. _

_She gasped at his initial thrust, breathing heavily with pleasure at warm sensation…_

_He looked down at her with satisfaction. "That's not your world. You belong in the shadows... with me."_

"_Yesss…" she hissed…_

As Mayson continued mumbling in her sleep at Wolfram and Hart's private clinic, Nigel St. John furrowed his brow with growing concern as he looked on. The memory wipe seemed to be fading.

He made a mental note to have Dr. Garner give her another thorough workup at Summerholt.

_Last thing I need is another wild card on the loose - it would be such a shame to put her down…_

He wasn't overly concerned with "Mayson's" physical health, confident in her Slayer healing abilities.

However, St. John **was** extremely annoyed that Lionel's man had so badly beaten his Slayer: that a mere mortal had selected a more capable servant bruised his sizable ego.

_Still, this Slade Wilson character could prove useful - he's certainly a most convenient and untraceable tool with which to eliminate Lionel._

While the elder Luthor was already dying - _as all mortals are from the moment they're born_ - he just wasn't dying fast enough for St. John. The last thing the immortal needed was for Lionel to continue interfering with Naman and Segeeth's development. St. John remained convinced that Lionel's demise and Segeeth's subsequent takeover of Luthorcorp would only accelerate her turn to the "Dark Side," thereby hastening a confrontation against Naman that St. John had labored for so long to create.

To eliminate Lionel, St. John already began tabulating the equipment and funds he would arrange for this Slade fellow to "find" in order to complete his little revenge mission.

In the meantime, St. John retreated to the privacy of his office and placed a long distance call on a secure line to Switzerland. The recent slip in "Mayson's" memory wipe had him concerned. He felt compelled to check on the other one: much of his long term plans depended on her.

After several rings, a bubbly girl's voice answered, "Guten Tag, hier spricht Wanda."

"Tut, tut, tut," St. John chided before greeting her in smooth Parisian French, "Apologies; I must have the wrong number, mademoiselle! I was trying to reach my baby niece and got you instead!"

"Hi Uncle Vasche!" Wanda Detroit greeted happily in English. While he wasn't _really _her uncle, Vasche had been her legal guardian for as long as she could remember, ever since her parents died when she was very little. Though he sent her to boarding school at St. Moritz (he traveled too much to take proper care of her), she remained very fond of him. Wanda considered him her father in every way that counted.

"You sound so big now, little one," Vasche (a.k.a. St. John) scolded, switching to a heavily French-accented English. As an immortal being who had lived for eons, he had long since mastered countless languages and countless more accents. "To listen to you now, I feel positively ancient."

"That's because you are!" Wanda teased, silently grateful he chose to speak English. Like any good old-fashioned Frenchman, her uncle adamantly refused to speak any other language other than French (and especially not the barbaric _German_ tongue) – she counted it a minor blessing he used English this time. "And what's up with the early bird phone call? I'm, like, running totally late for class!"

"Ach, so!" he exclaimed in his best avuncular 'uncle' voice, "The time difference! I always forget whether to add or subtract the hours! I just wanted to hear about your spring break."

St. John could practically _hear_ her rolling her eyes and flipping her shiny brown hair.

"Oh, you know, a little sight-seeing, a little hiking…" she gave him the 'PG' version – she didn't think her doting uncle would appreciate hearing about her adventures in the hashish dens of Amsterdam with her roommate, Lucy.

"No boys," Vasche growled good-naturedly.

"Of course not," Wanda dutifully lied. "Oh, and I need you to wire me some more money…for books and stuff."

"Stuff?"

"Uncle Vaaaaasche," she whined. "I'm living like a homeless pauper here!" She knew he'd cave – although she wasn't actually sure what he did for a living (some boring finance thing), she knew he was loaded.

After he grunted his assent, St. John heard a faint voice in the background.

"Listen, I'm now so totally late; gotta run! Bye Uncle Vasche, and thanks!"

_Click._

St. John smirked contentedly into the empty phone. "No, no, my dear," he muttered in his polished Englishman's accent, "Thank **you,** my precious little Key."


	26. Chapter 23

All previous disclaimers apply.

Language revised as of 08/31/06. Three cheers for my lovely beta, SS4EVA!

Spoilers: Witness, Insurgence

**Chapter 23 **

The steam shooting from Chloe's ears nearly matched those wafting from the booth Leo and Clark were sharing, gazing earnestly on at one another as Leo's knee beneath the table kept nudging nudged Clark's. Then Leo's hand brushed absently over Clark's as she passed him the sugar, completing the portrait of intimacy the two were sharing and tearing Chloe's beating heart from her chest.

Under other circumstances, even imagining that sight would have driven the heart-broken girl to her room in tears where she could snuggle up to Mr. Boots (an ancient teddy bear she disavowed any connection to if confronted) for comfort.

It just wasn't fair.

Chloe had privately cheered when Lana left town to pursue her European adventure. Not that it was inappropriate for her to do that – _it really was a great opportunity for Lana_ – but she also wasn't sorry to see the object of Clark's stalker-like attention a few thousand miles away. She even harbored the occasional daydream of her clueless friend someday developing a new fixation; say, on a certain attractive, intelligent, witty female best friend...

Chloe was horrified when he did exactly that – she wasn't sure whether to laugh or to cry. Admitting Clark had no interest in her romantically was bad; losing her best friend status to Leo hurt even worse.

_Competing against the homecoming queen is one thing. _

_Competing against a billionaire fashion model…this is getting ridiculous._

It was almost as if her life was the product of some sadistic writer that took twisted pleasure in torturing her. _And what the hell does Leo Luthor see in a high school boy anyway? Aren't women supposed to be into older guys?_

_And why am I letting Clark and Mrs. Robinson get to me?_

She was Chloe Sullivan – hard-bitten ace reporter, Editor of the Torch, journalist-in-training for the Daily Planet. If she was going to win her first Pulitzer before she turned thirty, she didn't have time for romantic nonsense anyway!

Thus armored from her despair by ambition, she speared the object of her torment with a murderous glare, stomping up behind him, shaking her head slightly. "What happened to you?"

Chloe punctuated her demand by throwing her bag down forcefully on the table with a loud thud.

Clark just looked at her, confused.

His befuddled expression only fed her growing rage, burning away the despair that had threatened to cripple her moments earlier. "Story deadline..." she hinted, waiting expectantly for Clark to catch a clue, "Stop me when I'm getting warm!"

A sudden look of realization crosses Clark's face.

"My article about the debate team," he blurted out, eyes widening. "Oh, Chloe, I'm really sorry," he hurriedly apologized. "I just got caught up helping Leo…um," Clark sputtered. _Helping Leo in her lab, allowing her to take additional readings on my alien superpowers in a secret laboratory facility._ "Um…"

"With some gardening at the Mansion," Leo supplied smoothly. Leo suppressed sending a chiding expression at Clark for his hesitation – he really needed to learn to think quicker on his feet. "The landscaping crew canceled on me, and I needed Clark's help tending to my rose bushes."

Relieved for the assist, Clark pleaded, "I'm so sorry Chloe; it was a…a sort of last minute thing. Those plants are really delicate. I'll get the story to you first thing tomorrow morning."

Chloe wasn't stupid. She caught that **look** Clark gave Leo, and her reporter's instinct had a pretty good idea what kind of "gardening" Clark was doing with Leo's bush. Hell, the entire town had been whispering about it for months. "Well, unfortunately Clark, I needed it **tonight**," she spat with scorn. "To fill in the hole, I had to blow up the lunch menu to a 60-point type. I'm sure the student body is going to find **that** fascinating."

"Chloe, it's really my fault," Leo replied dutifully, carefully suppressing a triumphant smirk. "I apologize for the inconvenience." Well aware of Ms. Sullivan's infatuation with Clark, Leo toyed with her vanquished competitor, much like a cat pouncing on a cornered mouse, and enjoying herself just as much.

"No, Leo, I don't blame you," Chloe replied with equal sincerity. As she spoke, Chloe then pinned Clark with a look that made him squirm uncomfortably.

While staying to watch the fireworks might have been entertaining, Leo decided to err on the side of discretion after a final sip of her latte. Now that she was certain her rival was vanquished, she could afford to be magnanimous. "Well, I need to finish up some loose ends at the office," she announced. Turning to Clark, she then bathed him in a knowing, sunny smile. "Thanks "Thanks again for your help."

Clark smiled back. "Yeah."

As Leo glided away, Clark turned his attention back to Chloe – who just stared at him, extremely upset. Clark shifted in his seat, suddenly feeling very small.

He took a deep breath. "Chloe, I'll make it up to you. I promise."

Chloe shook her head, refusing to take a seat. "I can't say that makes me feel any better," she replied bitterly. "Given your previous track record on promises..."

"It's one story," Clark answered matter-of-factly. "What's the big deal?"

"That it was less important than spending **one** afternoon with Leo."

"Don't make this about Leo," Clark snapped defensively.

"I'm not," Chloe asserted firmly. "This is about **you**, and **your** perennial inability to be there when **I **need you."

He flinched, struck by her accusation. "Whoa, don't you think you're being a little harsh?"

"No. I don't," Chloe replied bluntly, ignoring the wounded puppy expression he gave her. She was angry, she was hurt, and she was on a roll. _Clark is going to listen to me whether he likes it or not._ "I'm never a priority in your life. I'm always just your back-up plan, and I'm tired of it!"

Clark was shocked. "That's ridiculous."

"Is it?"

Upset, Clark rose from his seat and snapped, "Chloe, if that's the way you feel, then maybe I should quit."

Undaunted, Chloe raised her chin defiantly, not backing down. "Maybe you should!"

Chloe and Clark stared intensely at each other for several beats.

"Fine!" he barked angrily. "I quit!"

Clark turned and briskly stalked out of the Talon.

It took a moment for the words to register. Chloe wordlessly sank into the seat Clark just vacated, completely stunned. She turned and leaned against tabletop, sinking her face into her hands and sighing sadly.

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Clark jogged home from the Talon, stilling fuming from his blowout with Chloe. _Where does she get off chewing me out like that?_ Sure he'd missed a few articles, but he had a lot on his mind. _And how many times have I pulled her out of certain death? _

Not that Clark expected any reward for doing the right thing, but he was sure he had at least earned a _little_ slack.

As he sped through the back roads, he skidded to a halt when he ran across several masked figures surrounding an unmarked, overturned truck in the middle of the road. At first unnoticed by the masked figures, Clark watched them pull open the back doors of the truck.

"Come on, help me get the stuff out of the back!" one of the masked figures yelled.

"Right!"

Clark had seen enough. "Hey!" he yelled. "Hey! What do you think you're doing?"

One of the masked figures turned toward him. "Get out of here man!"

"Hey!" Clark yelled again angrily and grabbed one of the masked men's arms, pulling him away. As the man twisted around, Clark briefly noticed a Smallville High class ring.

As he looked at the ring, the masked man punched him hard in the chest.

To his shock, Clark released his grip as he stumbled back. He was slightly winded, but otherwise unhurt. _How is this possible? What the heck is going on?_ With a slight shake of his head, Clark started toward the masked robbers again.

However, this time, one of the masked men ripped the back door off the van, turned toward Clark, and cracked him across the jaw with the door, sending Clark sailing through the air and into a nearby ditch. The boy then tossed the door down as if it were feather light.

Meanwhile, his accomplices quickly grabbed the contents of the truck.

"Hurry up, dude, hurry up," one of them urged.

Clark, still lying in the ditch, focused his X-Ray vision on the one who hit him with the door. He noticed a large metal plate above his right eye.

The robbers then pulled a large covered pallet from the van and loaded it into the back of another waiting truck before speeding off, leaving Clark behind to stare at them in wonder.

_What just happened?_

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After the boiler explosion and fire that destroyed Smallville High's main building, all classes and extra-curricular activities were crammed into the temporary trailers that Leo Luthor had donated to the school district until the newly rebuilt main building was finished at the beginning of the next school year. Until then, space was extremely tight. With classroom space being a premium, extra-curricular organizations had to settle for whatever space or resources they could scrounge.

Thus, when Clark went to the Torch to research the ringleader of the truck hijackers, Smallville baseball hero Eric Marsh, he was hunched over an ancient Tandy computer on a wooden stool in the back of a cramped trailer. While the resources of the Torch were severely reduced after the fire, it was the only research facility he had available. However, Clark purposely waited until later that evening to do his research. The Torch was sharing space with over a dozen other student organizations in the cramped trailer, and Clark wanted to avoid anyone looking over his shoulder.

He thought about asking Leo for help, but decided against it. She had already done so much for him; he didn't want to impose on her anymore than he needed to…

And he wanted to get all his facts straight before he asked her.

After Clark identified Eric Marsh as the likely ringleader of the truck hijacking (from both his class ring and the metal plate in his head), he tailed Marsh for most of that afternoon, following him to an old foundry where Marsh stored a complicated looking chemical apparatus and what Clark assumed Marsh and his gang had stolen the previous night – a cart full of refined meteor rocks.

Unfortunately, Marsh and his buddies discovered him and roughed him up badly before (attempting to) disposing of Clark by stuffing him into a burning furnace boiler. From what Clark did manage to learn, Marsh, chemistry wizard extraordinaire and Smallville's home-run slugging baseball star, had somehow stumbled onto a way to transform the refined meteor rocks into some kind of super-steroid.

While Clark was frustrated at being overpowered, he wasn't overly worried: one anonymous tip to the Sheriff before Marsh could refuel with the super-steroid again would take care of him.

What **did** concern Clark was the source of the refined meteor rocks. Ever since Leo had took taken over the Plant, the list of people who had the resources to process sizable quantities of refined meteor rocks in Smallville was not a long one.

_What is Leo doing refining meteor rocks anyway? And why (and where?) was she transporting them in the middle of the night in unmarked trucks? _

Everything about this situation stunk, and he resolved to confront Leo about this first thing tomorrow…

"Marsh?" a familiar voice piped up behind him, breaking his concentration. "Why are you interested in him?"

Clark recovered quickly. "Doesn't matter," he muttered flatly, gathering his things and putting them in a box beside the cramped workspace, refusing to meet Chloe's prying eyes.

She walked over to stand in front of him. "Clark, I didn't ask you to quit the Torch."

"I thought all I do is disappoint you," he replied coldly. Clark brushed past Chloe to the other side of the cramped office corner, removing some of his investigative research materials from another table.

"I didn't say that," Chloe snapped. "I just said it seems like you drop everything for Leo with no regard for anyone else."

Clark walked back to the desk and put the items he was carrying inside the box. "I thought this wasn't about Leo," he retorted angrily.

Chloe suddenly looked guilt-stricken. "It's not."

Clark shot a skeptical look at her.

"It's not." Chloe repeated, more firmly this time.

"Then why is it, every time you see us together, you look at me like I'm cheating on you?" Clark challenged.

Chloe froze. _Am I that transparent?_

Quickly recovering, she said defensively, "Well, I'm sorry Clark, but you're wrong, and if that's the way you feel, maybe we shouldn't even hang out anymore!"

Clark just stared at Chloe, completely stunned, a mix of anger, hurt, and disbelief parading across his face. But before Clark could fire off an angry retort, his mother's soothing voice inside his head suddenly stopped him. '_Don't say anything in anger you'll regret later_,'. her voice counseled.

Succumbing to that voice, the same gentle internal voice he depended on to keep his powers in check, Clark bit back a caustic response. Instead, he picked up his box of research materials and office belongings and stormed out of the Torch's cramped quarters.

Chloe watched him go, angrily stifling the hurt and tears that threatened, planting herself at the very same work station Clark had just left. Burying her face in her hands, she tried to pull herself together.

Her entire world was falling apart. The boy she loved neglected her. Her best friend had left her. The Torch was practically in ruins. Wallowing in loss and self-pity, she idly wondered how she could sink any further.

"It's Miss Sullivan, isn't it?" a rich baritone voice inquired.

Surprised, Chloe hurriedly recomposed herself and spun around to confront her unexpected visitor. "Lionel Luthor?" she gasped.

Completely off-balance, all Chloe could dumbly blurt out was, "You know who I am?"

Lionel smiled wolfishly at her stunned reaction as he leisurely strolled into the center of the room. He radiated power and confidence in his elegantly tailored suit, contrasting sharply with the shabbiness of the office around him.

"I've been following your work at the Torch for quite some time," he replied casually. Nodding toward the cluttered workspace from which Chloe had just risen, he added, "Your principal told me you might be here. I must say, I'm most impressed to find you here at this time of night, burning the midnight oil. That kind of dedication is rare in one so young."

Lionel briefly paused, momentarily surprising himself with the truth he found in that statement. In his investigation of Miss Sullivan's background, he had rarely encountered such dedication in one so young, outside his own late wife and estranged daughter. And _good help is so hard to find._ "I hope I'm not interrupting you."

Struggling to regain her journalistic composure, Chloe quickly replied, "No. No, I mean I'm--I've never entertained a billionaire before," she smiled weakly. _What is this, the twilight zone? _

Lionel merely chuckled and inspected the Dickensian squalor of the Torch's wretched workspace in the cramped trailer.

Suddenly embarrassed by the dingy cubicle that served as the Torch office, Chloe apologetically sputtered, "Um, you'll have to excuse the conditions. We're still not fully recovered from the boiler explosion that wrecked the school."

Lionel noticed the remnants of the Wall of Weird hanging over the computer and walked over to it. "And what's this?" he inquired, more to himself than to Chloe. Lionel reached out and fingered a singed article entitled "Local Teen Discovers Indian Caves," with a picture of Clark alongside it. "Hmm... this is an interesting display."

Somewhat embarrassed again, Chloe braced herself for scathing mockery. "Yeah, I call it The Wall of Weird."

Lionel chuckled mildly. "I'll come to the point, Miss Sullivan. I'd like to help you rebuild. I've instructed the LuthorCorp Foundation to make a donation to your school. In addition to rebuilding the school, a portion of these funds are specifically earmarked toward rebuilding and updating the journalism department."

Chloe looked at Lionel, her expression a mixture of joy and bewilderment. "Mr. Luthor, I'm…confused."

Lionel studied her curiously.

Rallying from her earlier stupor, Chloe doggedly pressed on. "I mean, the struggling editor in me wants to just leave it at "Thank You" but... the journalist in me has to ask "Why?"

Smiling warmly, Lionel explained, "I'm impressed with your willingness to explore alternative ideas and options, even with such limited resources." Eyeing her speculatively for a moment, he asked, "You interned at the Daily Planet last summer, didn't you?"

Chloe blinked, still trying to wrap her head around all of this. "Yeah."

Lionel nodded. "Hmm. Well, I have a little influence there. They certainly could use some new blood. Maybe…a column?"

Chloe's eyes widened as she stared at Lionel, dumbfounded.

"To introduce your unique point of view," Lionel continued.

A mixture of suspicion, uncertainty, and elation intermingled on Chloe's face. Laughing nervously, she said, "I... I don't want to look a gift horse in the mouth, but... I don't understand why the most powerful man in Metropolis is interested in helping me."

Looking at her intensely, Lionel handed her his business card, simply saying, "We're after the same thing, Miss Sullivan - the truth. You know, journalists are the midwives of history. Perhaps, with my help, we could make history together."

Chloe accepted the card and studied it curiously.

As Lionel turned to go, Chloe silently watched him leave. As he reached the door, Lionel looked back, and Chloe nodded slightly. Chuckling, Lionel exited the trailer containing the Torch's office, flanked by a pair of hulking bodyguards waiting outside the doorway that Chloe silently kicked herself for not noticing earlier.

Chloe looked at the card again, then studied the open doorway that Lionel had left behind him with wonder.

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Patience was the key, and Slade knew that, taking his time before making his move. A lot of time, several weeks' worth.

His mysterious new benefactor, 'Mr. Green,' Slade noted, seemed perfectly content with this, allowing him to proceed at his own pace and staying out of his way.

Most of his initial work was surveillance. Although Mr. Green had provided him with ample details concerning Mr. Luthor's personal schedule and beefed up security measures, Slade preferred to do his own recon work. He selected Luthorcorp Tower, in the center of downtown, as his target location. While the immediate vicinity of the building, Luthorcorp Plaza, was not heavily guarded, the lobby of the building itself was protected with metal detectors, a small army of armed security guards, and dozens of cameras.

For that reason, he plotted carefully – studying the building schematics, tweaking his weapons and explosives (in case Lionel grew a spine and refused to open his vault), mapping his routes, calculating his best angles of entry and exit. He also planted a custom-tailored blaster worm virus into the security mainframe the week before his planned strike, a sleeper virus that he had programmed to temporarily cripple Luthorcorp Tower's automated security grid at precisely 2 pm that Saturday afternoon, when Lionel would be most vulnerable there.

'_I guess that year at Ft. Meade's Electronic Warfare School wasn't such a waste after all_,' he mused to himself.

While it would have been easier to kill Lionel somewhere else, he had his reasons for doing it there: he wanted to strike at Lionel where he felt safest and in control, to knock that smug expression off his face.

But Slade also had more practical reasons, too: one of the schematics 'Mr. Green' provided for him revealed a concealed vault in Mr. Luthor's private office. In addition to killing his betrayer, Slade felt it was poetic justice to collect his payment for services rendered as well. After all, Luthor was one of the richest men in the world; there was no telling what treasures were stored there: cash, diamonds, rubies, gold…

_Enough to start a whole new life._

Only when he was certain he had accounted for all of the variables did he begin. As evening descended, he rose from his creaky bed in the dingy transient motel that had been his home for the past several weeks and dressed in a pseudo-militaristic jump suit that might be mistaken as janitor's garb from a distance. Though his motives were intensely personal, achieving his objective would demand the same precision as a commando op, and he dressed accordingly in utilitarian garb.

After he dressed, he hoisted a specially packed duffel bag onto his back. Slade took a moment, adjusting the straps and distributing the weight. After making certain it was seated properly, he left to collect what was his….

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Pulling a battered black van beside the rear service entrance to Luthorcorp Tower, Slade briefly checked the weapons and silencers in the duffel bag beside him before climbing out and slinging the pack over his back.

After Slade entered the loading docks in the bowels of the building, an irritable security guard with a sagging gut and thinning hair challenged him at the rear entrance. "Hey, you there!" the guard called.

The same guard from the week before was at the same post again. _Sloppy._

In one smooth motion, Slade pulled a silencered submachine gun from a concealed pouch in his pack and opened fire.

The guard didn't even have time to scream.

Slinging his weapon, Slade searched the body. The guard wore a radio, and Slade took it, hooking it to his belt in order to monitor Security's transmissions. From the com traffic, it seemed that building security was still busy coping with Slade's computer virus; they had just shut down the entire security program for several minutes to deal with it. Finished with his search of the body, he removed the cooling corpse from the docking bay and dumped it into an empty file room.

The relief guard would still spot it immediately, but the next guard shift wasn't scheduled for another 6 hours – not that it mattered. Every security guard in the building was going to be dead in 20 minutes anyway.

Checking his weapon again, Slade then pulled out his 'lucky' African war mask from the duffel bag, which included a black featureless half that covered his lost eye. Not that he felt any need to conceal his face, but he chose to wear it nonetheless. Concealing his features was a conceit, but he knew the psychological value it could provide.

He'd originally acquired it as a trophy taken from the collection of a slain warlord during his service in Somalia before 9/11. Supposedly blessed by a sorcerer, folklore claimed that any warrior who wore the mask into battle could not be killed, fore the mask's totem would bless the wearer with its mystical protection.

While Slade wasn't particularly superstitious, he wasn't above harnessing an advantage from wherever he could find one either – even if it came from the occult. All he knew was that the one time he had failed to wear it later in Afghanistan, he was nearly killed by a roadside bomb.

For this operation, he wasn't going to take any chances.

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**"To Martha, with deep affection, L.L." **

After reading the inscription on the Tiffany diamond watch Lionel had just presented to her, Martha was speechless.

"I'm promoting you, Martha," he beamed broadly. "Which means I'll be needing you more in Metropolis, which means you'll need someplace to work."

Martha shook her head in disbelief. "Lionel...I'm flattered, really, but...I can't accept this. And, as far as working in Metropolis, this job is putting enough strain on my family as it is."

Lionel leaned towards her and ran his hand down Martha's arm slowly before taking her hand in his own. "Martha, I know how much you've given up to be a…a _farmer's _wife, but with your brains and your talent, don't you deserve to make your own ambitions a priority for a change?"

Martha just shook her head, unsure how to answer. She felt trapped. First being lured to his office alone under false pretenses, and now having to fight off his advances! While she had been aware of Lionel's interest in her, she was shocked at how boldly he pursued a married woman!

Reading her silence as tacit consent, Lionel immediately exploited the opening. "We'll discuss it over dinner," he replied smoothly.

But before Martha could respond, a tall figure in a dull jumpsuit and an oddly bifurcated mask (half of which was completely black, with no eyehole) strode into the room and leveled a lethal looking machine gun at them.

"Hug the floor! Now!" he barked harshly.

Stunned, both Martha and Lionel quickly obeyed.

While they were both lying prostrate, Slade visually scanned the room for additional threats before patting both Martha and Lionel for weapons. Then he planted himself behind Lionel's desk, swiftly inputting keystrokes into Lionel's computer which both deactivated the virus he implanted and consolidated his control over the building's restored security system.

Still lying on the floor, Lionel gripped Martha's hand and squeezed consolingly. "Don't worry, Martha. Security will have everything under control momentarily."

"I wouldn't count on that," Slade sneered. Finishing his work at Lionel's computer, he arose from behind the desk to hover over his former employer. He blithely tossed a pair of bloody electronic ear pieces on the floor in front of Lionel. "Tweedle Dee and Tweedle Dumb out there won't be disturbing us anytime soon, and neither will any of your other donut-munching rent-a-cops."

"Why don't you just let us go?" Martha pleaded. "You can avoid adding kidnapping to the breaking and entering charges!"

Turning toward the gunman, Lionel smirked at the masked intruder with an oddly amused expression. "You should listen to this woman. I find her advice invariably sound."

His tone was one of playful whimsy, disguising his own blazing anger that anyone would dare impose on his domain. Yet despite those raging emotions, he carefully shielded his true feelings. Despite his current wealth, Lionel had risen from the streets and had been in similar situations before – this was _not_ the first time he had stared down a loaded gun. Though his body might have softened over time, his survival instincts were still as sharp as ever. In situations like this, he had found the secret was to never let the other side see your true emotions and always act as though you were the one in the position of authority, whether you really were or not.

"And I plan to," Slade answered mildly. "Right after you open that little vault of yours behind that fake wall, and I make a small withdrawal." Everything was proceeding like clockwork, and the hardest part was already over. _Five minutes to empty the contents, shoot the hostages, deactivate the electronic security grid from Luthor's console, and exit the building. Piece of cake._

Lionel's smirk grew wider, more sinister. "I don't respond to threats. Especially not from a petty hoodlum who hides behind a mask. Besides, there's nothing in there you would find of value."

"I'm just collecting what you owe me," Slade answered coolly. "And I'll be the judge of what I find valuable or not. Value can be found all around us, Mr. Luthor. But it takes a true visionary to recognize and transform that potential into a tangible commodity."

Hearing his own words flung back at him, Lionel's face flickered with recognition. **_You!_**

Lionel quickly buried his expression, lest Martha caught it. Feigning his concession, Lionel sighed loudly. "Very well."

Ordering Martha to sit on the office couch, Slade kept his muzzled gun trained on Lionel as the mogul retrieved a keycard from his pocket to swipe on the scanner and input his personal security code into the vault's keypad. But as the vault door opened and momentarily distracted Slade, Lionel backed away, slipping his key card back into his pocket and retrieving a tiny panic-button – a silver cylinder that acted as a powerful palmtop transmitter that was attenuated to emergency police frequencies.

As Slade lurched towards the vault to greedily survey his newfound fortune, Lionel pressed the trigger on his small transmitter. Its tiny red light began to flash…

00000000000000000000000000000000000

Leo was pacing impatiently up and down the hallway outside her study, talking on her cell phone. When Clark entered the hallway behind her, he called out to her.

"Leo?"

She glanced over her shoulder, and continued walking down the hall as Clark followed. "I'll have to let you go," she replied into her phone before hanging up. "How can I help you, Clark?" S she asked as they strolled into her study.

Leo pinched the bridge of her nose with frustration. Drs. Fontaine and Sutherland were practically having gunfights over who got priority in studying Clark's blood sample, and Leo had spent much of her morning as referee. _Maybe having Fontaine run the initial blood work hadn't been such a great idea, no matter how intriguing her implications regarding cloning were… _

"I just found out you visited Eric Marsh in jail," Clark said, obviously upset. From the metal plate in his head, Clark had identified him as the hijacker of Leo's armored truck – the truck that came from _Leo's_ plant that was carrying a load of refined meteor rocks. "Why were you visiting him?"

Leo's lips quirked with amusement. "I wasn't aware my visit was public knowledge," she observed, walking over to the bar to retrieve a bottled water. "The man stole my property and assaulted my employees. I wanted to have a little chat with him." Aside from determining who Eric's mole inside her company was, Leo was also interested in learning _how_ he had ripped the doors off an armored truck with his bare hands. "What's Marsh have to do with you, Clark?"

Clark took a deep breath. "I was the one who phoned in the anonymous tip that got him arrested."

Leo whirled around to face him. "You what?"

"I tipped off the cops," Clark answered. "What were you transporting anyway?"

"Some sensitive chemical materials," she answered neutrally, "Nothing too valuable, but I'd hate for it to contaminate the environment."

Leo was pretty good at bluffing, Clark would give her that. The smile on her face would have looked serene to someone who didn't know her better. While he cared about her deeply, he was also slowly learning to read her expressions for what they were. Her current expression was the blank smile she routinely lapsed into when she was trying to disarm her competition.

"Leo, I already know there were refined meteor rocks in that truck."

Her eyes narrowed. "Have you been spying on me?"

"Of course not," Clark protested indignantly, "I was there when Eric and his gang hijacked one of your trucks. When I tried to stop him, they knocked _me_ down and made their getaway. After that, I got curious and tracked them down," he explained. "But that still doesn't answer my question. What were you doing with those meteor rocks, Leo?"

"A public service: I was trying to safely dispose of them, Clark. Those rocks are a menace and an environmental hazard. You of all people should know that," she retorted.

At Clark's blanched expression, Leo knew that was had been a low blow. She knew how guilty he felt about all the damage the meteor rocks had done, but she needed to knock him off-balance. She really didn't like where his line of questioning was leading…

And to her great internal relief, her cell phone rang. Grateful for the interruption, Leo shrugged and answered.

Clark just stood there and stewed, annoyed at being put off….

Then his annoyance transmuted to concern as he saw Leo's expression cloud over.

"When did this happen!" Leo tersely growled into the phone, giving Clark an odd look. She continued nodding and asked several more vague questions before she concluded, "I'll be there in a few minutes."

When she hung up, Clark mirrored Leo's frown, their previous squabble forgotten – at least temporarily. "Trouble at the Plant?"

Leo shook her head grimly. "Your mother and my father have been taken hostage at my father's office."

Blood drained from Clark's expression, his face hardening. "We've got to do something," he said, his voice a full octave lower and his eyes distant, as if he had already left.

"I agree." With that, Leo snatched her purse and fisted a clump of Clark's shirt as she pulled him towards her. Bracing herself on his shoulders, she hopped into his arms in one fluid motion.

It caught Clark by surprise.

At his slack-jawed expression, Leo merely shrugged. "Can you think of a faster way to get there?"

Nodding, Clark sucked in a deep breath and took off, and shattered shattering his old speed record for those he loved.

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After they arrived, Clark and Leo parted ways, each concentrating on what they did best.

The police put up barriers to keep the crowd back. Clark came up from the back of the crowd and slipped past the barrier. He gazed up at Luthorcorp Tower, trying to figure out some way inside without being seen. After a moment, a police officer pulled him away.

"Young man, you too. Stay behind the barricades," the officer warned.

Clark wandered around to the side, watching as SWAT teams positioned themselves outside the building. Glancing down, Clark noticed a steam grate. Using his X-ray vision, he saw that it lead directly to an underground tunnel – _maybe an underground access to the building_? After looking around and making sure no one was watching, Clark knelt down and grabbed the grate, prepared to pull it up from the sidewalk, when he noticed the gleam of a gun from the corner of his eye.

"Stand up and put your hands over your head," the uniformed policewoman gruffly ordered.

Clark glanced up at the gun, which she aimed directly at his face.

"Stand up!"

Clark slowly rose and put his hands over his head, his brow wrinkled with worry and frustration at getting caught.

"Turn around."

Clark did as she told him as the cop – named Sawyer, according to her uniform – started to frisk him.

"I can explain," Clark blurted.

"Hold still," she ordered sternly, "Keep your fingers laced."

Satisfied that Clark wasn't armed, Sawyer stood up and pulled him around to face her, still aiming her gun directly at him.

"I'm listening."

"My name is Clark Kent. My mom is one of the hostages being held up there…"

"And you thought you'd play hero?" Sawyer finished harshly. "Well, assuming you are who you say you are, you almost just got your mother killed. Every opening in this building is wired with alarms. The kidnapper has control of the security system, and he threatened to start shooting hostages if anyone so much as sets a big toe inside. Come on hero. You're coming with me."

Clark hesitated. _I can't just let it end like this!_

"Move it, mister!"

Clark, realizing he had no choice, followed the officer.

But before she could lead Clark away, Leo magically materialized in front of them, blocking their path. With a business-like nod, Leo sternly greeted, "Lieutenant Sawyer, my name is Leo Luthor..."

"I know who you are," Sawyer snapped. "Now if you'll please step aside."

Leo remained anchored in front of her, blocking the policewoman's path. "I'll be sitting in on the hostage negotiations."

Lt. Sawyer frowned sourly. It was times like this that Sawyer really hated TV cop shows. One episode of "Law and Order" and everybody thought they were experts. "I understand your concern, ma'am, but protocol specifically forbids…"

"There are lives on the line, and you can use every edge you can get," Leo observed evenly. Leo purposely avoided specific mention of her father, trying to avoid portraying the image of the hysterical relative – that would only undermine the image of authority she sought to project. "From what I understand, this terrorist has a powerful grudge against Luthorcorp in general and my family in particular. My participation could give your negotiators a distinct tactical advantage. Now take me to your commanding officer."

Ordinarily, such deference would be unthinkable to a civilian, no matter how much money they had. However, as Lt. Sawyer was very much aware, the Luthors were **not** just another family with money.

Not in Metropolis.

With a resigned sigh, Lt. Sawyer jerked her head towards the command center, bidding Leo to follow. "This way, ma'am."

"Thank you Lieutenant. You may release Mr. Kent now."

Clark studied Leo in open admiration. She was plainly very good at guiding others toward things that needed doing or needed doing in a particular way. His own father had always warned him against over-reliance on his powers. _Maybe learning other ways of handling problems could be useful… _

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As persuasive as Leo could be, however, her best didn't seem to be enough to aid the police this time. Unfortunately, the terrorist proved far too shrewd to accept any sham offers of money or escape sanctioned by the authorities.

After the latest bout of failed negotiations, Leo strolled over to Clark, who was nervously hovering outside the temporary police command center.

"How did it go?" he inquired anxiously.

Leo shook her head, dashing his hopes. "It seems we're still at an impasse." At Clark's troubled expression, she reached over to hold his hand in sympathy. "Hey, it could be worse," she said encouragingly, trying to put a positive spin on things. "Both your mom and my father are still unharmed."

"Yeah, but for how long?" Clark worried aloud. "The cops aren't going to keep talking forever, and the kidnapper might shoot them if the police try anything. We have to do something!"

Leo gripped his arm and led him away from the throngs of police and gawking crowds. In a lowered voice, Leo confided, "I happen to agree with you. I just need a little time to devise a plan."

Clark shook his head slightly. "That's okay. I think I've found a way into the building."

Leo arched a curious eyebrow at him. "You have?"

"Nobody's watching the Daily Planet," he explained, glancing up at the nearby building across the street from Luthorcorp Tower.

At that comment, Leo's eyes joined Clark's as they both stared up at the large, majestic golden globe spinning atop the sixty-story skyscraper.

"You're not actually thinking of jumping?" Leo challenged incredulously.

"It's the only way," he stated resolutely, his jaw carved out of granite.

"That's got to be over 200 feet!" Leo gasped in disbelief.

"I can make it," he replied, sounding far more confident than he felt.

_Liar._ "Clark, you don't know that. Besides, don't you have a fear of heights?"

Clark clenched his jaw, nostrils flaring. "If we're not here to save our parents, then why **are** we here?" he snapped. While he appreciated Leo's intellect and her methodical approach to problem-solving, there were times when it was just easier for him to jump in and resolve the issue himself.

Leo face screwed up into a frown. "Hey, listen to me!" she hissed, angrily whipping a fiery strand of hair from her cheek_. Since when the hell do **you** talk down to **me** like that!_ "I am just as concerned about them as you are, but we can't afford to make a mistake that could get them both killed."

Clark silently chewed over Leo's warning as he continued staring up at the Daily Planet building.

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While Clark ascended to the Daily Planet's roof later that night, Leo made one final gambit of her own to end the hostage standoff. Striding away from the police barricades, Leo pulled a cell phone from her purse; not her usual cell, but rather a specialized disposable cell phone her security chief delivered to her earlier that evening. It featured reinforced Caller ID blocking, an untraceable EDC, and a voice scrambler to disguise her identity.

She trusted Clark's abilities, but there was no guarantee that the kidnapper wouldn't shoot the hostages as soon as he detected Clark's presence. At times like this, Leo never failed to marvel at the incredible acts of recklessness and stupidity an excess of testosterone could induce.

Besides, she wasn't shackled by the same legal and ethical constraints as a police negotiator. Between that flexibility and her bargaining prowess, Leo was confident she could neatly resolve this issue before Clark worked up the nerve to execute his macho stunt.

Leo dialed her father's secured office line – an alternate phone line that not even the police were aware of (and one that Leo theoretically wasn't supposed to know about either) – and waited for a response.

A gruff, impatient reply from an unfamiliar voice answered. "Listen, unless you provide me with a fully fueled chopper on the roof, we have nothing more to discuss."

"I'm afraid you have me mistaken for someone else," Leo replied matter-of-factly.

There was a slight pause. "Mr. Green?"

_Mr. Green?_ Leo frowned slightly. That simple greeting answered a number of questions for her — and brought up several more. _So this isn't just some lone gunman; there's somebody else behind this. But who and for what purpose?_ After all, it wasn't as if her father had a shortage of enemies.

"I'm afraid not," Leo's electronically distorted voice answered over the phone, "But I do represent other parties interested in bringing this unfortunate episode to a profitable conclusion," she bluffed. "Given your predicament, I may be your best ally in this situation."

"Oh really?" Slade sneered. "And just how do you propose to get me out of this 'situation'? Invent a time machine?"

_Uh oh._ This was clearly not a man accustomed to being cornered, and he was starting to lose it. "Whatever you do, don't hurt any of the hostages. Just stay calm."

"How the hell am I supposed to stay calm?" Slade snapped. _I actually have to keep this gutless worm Luthor alive to retain leverage over the cops._ "I open up that damn Scrooge's vault expecting to find my retirement fund, and instead I find a bunch of files and green rocks all cut up into bars!"

Leo's eyes widened. _What the fuck?_ "What else was in there?"

"What's it to you?" Slade demanded suspiciously. He was getting thoroughly fed up at being manipulated by mysterious benefactors.

"Answer me, and maybe I can help you."

Slade sighed with frustration. "Just what I told you. Oh, and some metallic octagonal object."

Leo gnashed her teeth in disgust – both at her father and her own gullibility_. I should have known._ "Listen to me. Pack up everything--the files, the bars, the octagon."

"Yeah, then what?"

Leo took a deep breath, quickly devising a new plan in her head in light of recent discoveries. "I know a way out of the building, but first you let the hostages go."

And for the first time since Lionel hit that cowardly panic button, Slade saw a legitimate light at the end of the tunnel. "It sounds like the junk in that safe is worth something to you. Tell you what: I want one million dollars **and** a secure escape route from here."

"You're in no position to negotiate!"

Beneath his war mask, Slade's lips skinned back from his teeth in a cold smile. "This isn't a negotiation."

Leo silently cursed her tactical blunder. While trying to simultaneously save the hostages and secure the contents of the vault, she had accomplished neither and ceded control of the conversation to this lowly kidnapper. "All right, listen to me. Luthor has a private elevator. It can take you to a tunnel that leads to a garage three blocks away."

Slade looked over at Lionel curiously. "You've been holding out on me. Is there some kind of secret way out of here?"

Lionel stroked his beard calmly as Martha looked over at him incredulously. His lips curled into a thin smirk. "Oh, yes. And whatever that anonymous coward on the phone is offering, I'll double it. In exchange for our lives, and the contents of the safe."

"Looks like we have a bidding war," Slade mused.

Listening to her father's smug counter-offer over the phone connection, Leo turned an impressive shade of crimson purple. "Look, no matter what Lionel Luthor is promising you, you can't trust him!"

"Oh, but I should trust you," Slade chuckled, "Somebody who hides his own identity? I think I'd rather deal with the party I can see."

"I'll match whatever he's offering," Leo blurted out frantically, "Just don't hurt them!"

_Click_.

Leo stared into the empty phone in abject silence. She felt light-headed as the ground beneath her started to spin.

_I failed._

She'd failed to save them. She'd failed to outwit a simple thug over the phone. She'd failed to secure her father's love and respect. She'd failed to protect Clark's secret…

Blood drained from Leo's face. _The meteor rocks in the safe…I've got to warn Clark!_

"Don't hurt **who**, Leo?"

Apparently, she had also failed to a notice a weary, middle-aged farmer with bloodshot eyes and stress-torn face who'd heard the tail end of her last phone conversation.

Leo quickly schooled her features before turning around to confront him.

"Were you just talking to the gunman up there?" he demanded. He had pushed his rickety old truck all the way to Metropolis, scared out of his mind for his wife's safety. He was in no mood to put up with Luthor intrigue when Martha's life hung in the balance.

Rallying her most soothing voice possible, Leo earnestly sought to console him. "Mr. Kent, whatever I'm doing is in the best interests of your wife and my father, believe me." _Please believe me._ "Now if you'll excuse me, I have to find Clark." _I did my best…but I can still do better. Just let me keep trying…_

But as Leo started walking away, Jonathan reached out and grabbed her arm, savagely swinging her back around so that he and Leo were face to face. "If I find out you had **anything** to do with what's going on out there, I'll…"

Leo slapped him - HARD – right across the jaw, momentarily shocking him into releasing her.

"Don't touch me," she said coldly.

But beneath the permafrost were…tears. _How could you think I had anything to do with this? Is it **that** easy to believe the worst about me?_

_Or is this all I deserve?_

Not sparing the stunned farmer a backward glance, Leo abruptly kicked off her heels and sprinted toward the roof of the Daily Planet. Forcefully brushing her feelings aside, she prayed she could catch Clark in time…

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After crashing through a 42nd floor window of Luthorcorp Tower, Clark instantly collected himself and raced toward his objective.

'_That wasn't so bad_,' Clark thought to himself. Leo hadn't thought much of his plan, but he had been confidant it would work. _What good are my abilities if I can't even use them to save mom?_

Using his X-ray vision to locate the building's circuit box, he yanked out every electrical wire he could grasp, plunging the building into darkness. With the lights out, Clark threw caution to the wind and raced towards Lionel's office on the 89th floor. He burst through the doors to the private office, shattering the office door locks and actually plowing _through_ Slade (who had the misfortune of standing only a few feet behind the doors at the time), sending him sailing twenty feet across the room, crashing into Lionel's desk head-first.

"CLARK, GET OUT OF HERE NOW!" his mother shrieked.

But it was too late – a wave of nausea sent Clark crumbling to his knees. Writhing on the ground, Clark stared at the cart of glowing meteor rocks for the first time, trying to muster the strength to get up, but failing miserably.

Slade was only in slightly better shape. His head ringing from a probable concussion, he vaguely noticed he had lost his gun. The thrumping whirr of helicopters outside and the sweep of police searchlights into the office only added to his disorientation, the chaos and tumult around him drilling into his throbbing skull. Then, seeing his antagonist moaning on the ground across the room from him, Slade pulled a pistol from his waistband and doggedly leveled the muzzle on Clark with single-minded determination.

A burst of gunfire rang out.

Martha screamed. "CLARK!"


	27. Chapter 24, Part 1

All previous disclaimers apply.

As always, apologies for the delay! my gratitude to my beta SS4EVA for her meticulous editorial zeal and all of you who take the time to review -- you really do keep me going. this is the last section before the upcoming season 2 finale of this series; hopefully, this will make a nice buildup for you. enjoy!

**Chapter 24, Part 1**

Clark looked up with shock, amazed that he was still alive. The burst of gunfire forced Slade to stagger and then fall backwards. He spotted Slade's body lying in a heap, a splatter of brain matter and skull fragments where the back of Slade's head used to be.

He was dead before his body hit the floor with a sickening thud. His head ended up tilted back at an unnatural angle since the three rounds to the face had removed most of the back of his skull with their passage.

Lionel, momentarily frozen in place, still pointed the gun Slade had dropped moments earlier.

While Lionel and Clark were momentarily frozen, Martha took the opportunity to swing the vault door shut before checking Slade's body. "He's dead," she pronounced, discretely secreting the octagonal disk from Slade's pocket into her own.

Only after she had secured that prize did she rush to Clark's side to ensure he was alright. "Clark? Clark?" she urgently repeated, gently stroking the hair flopping over his forehead like she'd done when he was little. "Are you alright?"

As Clark regained his strength with Martha kneeling beside him, Lionel quickly took stock of his surroundings, setting Slade's former weapon on the table beside him. Still exhilarated from the rush of adrenaline, he looked down on Slade's corpse with relief.

Lionel was not overly concerned about Slade's regenerative abilities here. Dr. Teng had assured him that not even Slade could recuperate from such damage to his central nervous system.

It would not be until later that Lionel would realize that Dr. Teng's prediction had been more of an educated guess than a scientific certainty.

_Excellent – only his head was blown off. His organs should still be salvageable for study. _

Already making the arrangements in his mind, he also noted Clark's immediate and debilitating reaction to the meteor rocks in his safe. _Interesting._ He mentally filed away that useful bit of insight as well.

Lionel picked up the phone and frowned into the receiver. "The line has been cut," he announced with dismay. "Stay with him, Martha. I'll go downstairs and inform the authorities to hold off storming the building," he offered gallantly.

Paying no mind to the dead body lying in his office, he calmly marched out as the restored lord and master of his domain once again.

While Martha saw through his chivalrous front, she didn't object. Moments after Lionel disappeared through the doorway, her eyes rested fearfully on the cleaning cart, where the barrel of files from Lionel's vault still remained. She urgently whispered to her son, "Clark! Those files over there--burn them. There's one about you. We can't let it get out."

Clark slowly got up and took a couple of steps toward the cart. He aimed his heat vision and the files burst into flames, including his file, which rested right on top.

A couple minutes later, the police burst through the door, guns drawn.

"Metropolis PD! Nobody move!" Lt. Sawyer commanded.

Martha and Clark put their hands up as the police rushed in to secure the room. As Sawyer spied Clark, he shrugged sheepishly.

Sawyer just sighed and shook her head. _Yup, I definitely hate TV cop shows. Everyone thinks they can be a hero. _

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Martha rushed ahead of the police and Clark and Lionel, throwing open the door and rushing out into the street. She spied Jonathan and ran over, hurling herself desperately into his arms.

Jonathan lifted her off the ground in a fierce hug as they embraced tightly, kissing tenderly. Gently cupping her face, his face lit up with worry. '_Are you okay?_' his face silently asked.

Martha nodded back to his unspoken question, fighting back tears.

Jonathan let out a huge sigh of relief and fought back grateful tears of his own. They both laughed at their shared silliness as Clark looked on, smiling brightly.

Meanwhile, Leo approached her father, reaching over to embrace him in relief. "Dad. I want you to know I was doing everything I could to secure your release."

Lionel slapped her arm away, glaring at her sourly. "Oh, I'm sure you did a great deal," he replied sarcastically, his lips curled in disgust.

Leo flinched, her expression of hurt seared across her face before she could disguise it. "You think I had something to do with this?" she said incredulously. _Ethics aside, **I** would never be reckless enough to send agents to invade Dad's office!_

Lionel paused, the moment thick with tension and silent accusation. "Oh, I've always applauded bold initiative. Just one word of fatherly advice, _sweetheart_," he hissed, heaping scorn on the last word. "Don't wound what you can't kill." It was bad enough that she had tried to kill him, but it was an even worse offense for her to have failed so badly…

_This isn't even my fault!_ Leo nearly protested, but instantly swallowed her words. Her father had already pronounced her guilt. He would dismiss anything she said in her own defense anyway.

Turning away from his treacherous offspring, Lionel called back over his shoulder, "I'll send someone to the mansion for my things."

Leo stared hard at his back, desperately willing him to turn around, to give her another chance, to let her be his daughter again. She didn't care who was watching – she wanted to drop to her knees and beg him to come back. Leo was suddenly a desperate, vulnerable twelve-year-old again. _I just want my Daddy…_

_But that's not how life works._ She had learned that the hard way when her fists banged desperately on her mother's casket, tearfully blubbering for her to come back, so many years ago. Leo hadn't got what she wanted then, and she wasn't going to get it now either.

Not that she was going to break down now. Too many years of self-discipline would never let her show that kind of vulnerability again. Instead, she hardened her facial expression and called back in a chilly voice, "I'll help them pack."

A tiny ember of hope flickered when her father stopped for a moment…

It abruptly died again when he continued walking away from her, not even bothering to turn around or reply.

Leo wearily turned, watching Clark and his parents embracing before they turned and walked away from her, cocooned in a cheerful bubble of love and acceptance.

Forlornly standing on the sidewalk of Luthorcorp Plaza alone, Leo shoved her hands into her jacket pockets, resolutely straightening her posture and schooling her features as she bitterly turned away from the Kents and their happy reunion.

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He awoke with a flash.

A moment to catch his breath.

Dreams, images, feelings flooded back….

_Too much, too much, too fast._ He shook off the cobwebs, clawing out of his stifling plastic womb before he suffocated. He rolled off the smooth metal table and crashed onto the cold tile floor. Ignoring the pain from his scraped knees and elbows, he pried open his eyes and rose up on one elbow to take in his surroundings.

_Am I dead?_

It looked like a hospital operating room, except row upon row of oversized metal cabinets lined the walls. A body – he assumed it was a body – was wrapped in plastic on the metal slab beside his.

He slowly rose, found a mirror over the sink in the corner, and stared at the unfamiliar image that stared back at him. The bullets from the machine gun burst had destroyed most of his brain. Whether his resurrection was linked to his artificial regenerative abilities or the "mystical protection" of his war mask, he would never know.

Too much of his memory had been lost.

His thoughts were jumbled – he couldn't remember what had happened, who he was…

_No, I do remember._

_I am Slade…_

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"…_and thank you for listening to KJLA News Radio 740._

_Our top story at this hour: the body of the unidentified terrorist who murdered seventeen people at Luthorcorp Tower yesterday has disappeared from the New Troy County Morgue. An orderly was found dead and stripped naked at the scene early this morning. Metropolis PD's chief investigator, Detective Dan Turpin, refused comment._

_In other news, local reputed crime boss Morgan Edge was acquitted of federal drug trafficking charges in U.S. District Court late this afternoon. Mr. Edge's lead attorney, Marissa Kinimoto of Wolfram and Hart, described today's developments as a major victory for Truth, Justice, and the American Way_

_This is KJLA News Radio 740. Stay tuned for Traffic and Weather after these messages…_

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Given recent setbacks, the most promising avenue to a cure now lay in an analysis of the farm boy's blood – which was safely tucked away for study at Metron Pharmaceuticals. To that end, Lionel Luthor had reassigned Dr. Teng to begin researching a possible cure using the blood sample as a template.

However, that didn't mean he was willing to just abandon his previous line of research that lead to Slade either – Dr. Torres' previous research dovetailed nicely with the work Dr. Teng had already started. If he poured his resources into **both** avenues of inquiry, Lionel figured he was doubling the chances that one of these teams would devise a cure.

Shifting awkwardly in the uncomfortable guest chair in Lionel's office, Dr. Miguel Torres sighed wearily. "I may have been cleared of all criminal charges, but the AMA suspended my medical license. Even **if** the FDA approved human trials in the time frame you're proposing – which it won't – there isn't a clinical lab in the country that could legally hire me as a researcher."

"Which is why I've already made arrangements for you elsewhere," Lionel retorted, pressing a slender CD-ROM case and a manila envelope into his hands. "Luckily, not all governments are as close-minded in the pursuit of scientific knowledge."

Dr. Torres cocked a suspicious eyebrow. "What are these?"

"The envelope contains your new medical license, legally registered in the Democratic Republic of Santa Prisca," Lionel replied matter-of-factly. "The disc contains detailed files on work to date to get you started. The local authorities have already guaranteed a roster of 'volunteers' for human trials from the Pena Duro Correctional Facility."

Dr. Torres squirmed again; only this time, his discomfort had nothing to do with the chair he was sitting in.

Shooting the wavering doctor a devilish grin, he added, "Your research lab is already fully stocked with state-of-the-art equipment and you'll have a generous budget. My jet can fly you there by tomorrow morning – so what do you say?"

'_What can I say?_' Dr. Torres thought. It wasn't as if he had any other offers. His professional reputation was trashed after his connection to the Major League Baseball steroid scandals, and he couldn't work in the US without a license. His car was repossessed, his credit cards were maxed out, his wife had left him, and the bank had just foreclosed on his house….

During the red-eye flight to Santa Prisca some hours later, Dr. Torres began reviewing the preliminary data for his newest research project on his Luthorcorp laptop, code-named PROJECT VENOM…

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The Kents huddled around the small octagonal disc lying innocuously on the kitchen table, staring at the object in awe.

"Why would he keep it locked up in his office safe?" Clark asked.

Mr. Kent's mouth grimly tightened to a straight line. "A better question is how he got it in the first place." Not that he ever had much doubt. _It has to be Leo._ Regardless of what her intentions were, that girl was nothing but trouble. The fact that she was Lionel Luthor's daughter did nothing to help that perception. His stoic expression barely concealed his stark terror that Lionel Luthor was sniffing anywhere near his son. "But let's not jump the gun yet – we don't even know if this is from your ship or not."

"Well, no matter where it came from, I'm resigning from Luthorcorp first thing tomorrow morning," Martha said firmly. "There's no way I can keep working for Lionel. He had refined meteor rocks in his vault, a file on Clark...I can't believe I trusted him."

Clark smiled at her sympathetically, trying to find a bright side. "Without that file, at least the police can't find out anything about me."

Martha shook her head. "To think I made this job such a big priority, and Lionel may have only hired me to learn more about Clark."

Clark guiltily ducked his head. "I'm sorry, Mom. I know how important your work has been to you."

She smiled back at him warmly, patting his arm. "It's not more important than you," she asserted.

Jonathan frowned, regarding his wife curiously for a moment. "Wait. Are you sure that this is the _best_ thing to do? Quit, I mean."

Martha arched a gingery eyebrow. "What do you mean? I thought _you'd_ be happy about it," she said incredulously.

Jonathan pensively paused for a moment, before explaining, "If you hadn't been working for Lionel, then we'd have no way of knowing that he was keeping tabs on Clark."

Understanding quickly dawned on Martha's face. "So, instead of staying away from him..."

"Maybe we should take a page out of the Luthor playbook," Jonathan finished.

"So, what do we do about that?" Clark pointed to the octagonal disk lying on the kitchen table between them.

Jonathon shook his head. "I don't think we need to do anything." Though he didn't verbalize it, he shared Martha's concern. While he didn't begrudge Clark learning about his roots, the thought of losing his son to people who'd abandoned him worried Jonathan nearly as much as Lionel Luthor. "I'm just glad this is in our hands. But, just to be on the safe side…"

Clark just nodded absently. He was still transfixed by the small octagonal disc and all the answers it promised. The octagonal opening on the ship, the octagonal indenture in the cave – this disc seemed to be the key to everything. While his parents continued to talk in hushed tones, Clark already resolved to take the disc and get some overdue answers for himself.

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Gripping the steering wheel firmly, Leo guided her high performance sports car through the inky blackness of Smallville's winding back roads, speeding home from Metropolis. She squirmed comfortably in her seat as she completed a particularly tight turn, still pleasantly sore from her activity earlier. Luckily for her, Fernando – _or was it Franciso?_ – had more stamina and size than the usual club plaything, nearly fucking her through the headboard.

A cloud formed in her frontal lobes as she thought back on the evening. The only way she'd managed to get through tonight was to visualize Clark…and her father.

She had selected her partner for this evening for his swarthy good looks, greasy hair, and even greasier charm. She smiled at that. _Dad would hate him._

But to bring herself to climax, she had had to purposely blank out her partner's face, cut off his head, and replace it with an image of Clark. She visualized his muscular body, his ripped abs, the raw power he commanded. It was so taboo to even admit that she could be so aroused by male physical power. Just the visceral mental image of riding the most powerful being on earth, of knowing that **he** desired _her_ above all others, could trigger an orgasm and ecstasy that she could not achieve thinking of anyone else...

When she was done, she simply stared up at the ceiling until her sexual surrogate for the evening finished grunting on top of her. After he was done, she swiftly headed to the bathroom to clean up and get dressed…

"_Hey, don't I even get a 'see you later?'" her dumbfounded partner called out to her._

"_Only if I thought I was coming back," Leo said over her shoulder, not even bothering to look back at him…_

Leo quickly shifted to fifth gear as she came onto a straightaway. _Altogether, it wasn't a bad evening, but…_

"OH SHIT!"

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"I don't suppose you have an explanation for me, do you?"

Clark fidgeted guiltily in the passenger seat next to her. "This just...don't worry about it. I'm fine," he said lamely, refusing to make eye contact.

"So that's how it is," Leo replied tonelessly. She didn't say another word.

When she pulled the car up to the farmhouse, Clark made one more attempt. "Thanks for the ride," he said shyly.

Leo didn't even acknowledge him as she stared straight ahead, keeping her stoic mask fixed.

At Leo's stony silence, Clark's resolve started to crumble. Since recovering the disk from Lionel's safe, he had secretly snuck over to the cave and inserted it into the slot in the cave wall. He couldn't rationally explain it, but both the cave and the key kept _calling_ to him. Of course, Clark had to be a little sneaky about it since his parents didn't want him having anything to do with those caves – especially not after his first trip there.

The first time he went, he was driven by simple curiosity. After inserting the disk into the slot, the wall began magically glowing, mesmerizing Clark as he simply stared in awe. The glow then turned into swirling symbols surrounding the key slot from which an intensely bright light flooded the cave.

After that, all he could remember was waking up while lying on the cave floor. Ever since then, he was now experiencing periodic blackouts, waking up in strange places: in the cave, in a cornfield...and in the middle of Route 14 at 2 a.m. when Leo nearly ran over him in her Ferrari.

All he could recall from these periodic episodes were random flashes: gliding over the local fields, dodging through clouds, huge buildings carved from ice, a flaming red sky with three moons..._other stuff_. Strange stuff; alien stuff, images that only reinforced to Clark how truly different and alone he was. In his darker moments, he couldn't get Cassandra's image of his future out of his head: kneeling in a vast graveyard alone, surrounded by the tombstones of all his loved ones, cursed to outlive everyone he loved and to live out eternity alone...

As Leo's hardtop idled softly in the Kent's driveway, Clark remained glued to his seat. Burdened as he was with his own troubles, even he noticed Leo's frigid mask of indifference. There was no way he could leave her like this; not until he knew she would be okay.

_But how can I explain what's bothering me? How could anyone else possibly understand?_

While talking about feelings was never his strong suit, he decided to give it a shot. _Maybe she'll understand._ If anyone could, it was her. "I saw...I had this...dream." He refrained from mentioning anything about Cassandra's vision to Leo -- having mentioned it to her earlier, he knew she would just ridicule him for being silly.

Glancing over at Leo, he saw her looking back at him intently. "I was in a graveyard, surrounded by tombstones. All of the people I love were there. It was dark and raining and the graves were just lined up endlessly, as far as I could see."

Leo cocked her head curiously. She started to say something, then frowned slightly as she hesitated. Her look softened. "We all have fears of losing the people we love, Clark. Of being left alone. After my mother died, I had similar dreams. Living with my father afterwards was almost the same as being alone."

It started to rain.

The half moon above highlighted the rainfall as thousands of droplets fell from the sky, splashing against the gravel sparkling in the moonlight. The steady rhythm of water tapped the roof of the car, creating a delicate symphony that surrounded the two of them.

In the cozy abode of Leo's coupe, Clark slowly relaxed, drinking in her familiar vanilla scent. He always found rainstorms relaxing. Living on a farm, the soft pelting of rain was always welcome for its role in the natural cycle of life. The patter of rain and the caress of moonbeams only seemed to accentuate Leo's natural glow. There were a lot of perfect aspects of Leo's body, but he was transfixed by the tiny wrinkle that winked at him from beneath her silky red strands. Nothing seemed to matter more than the two of them sitting there together.

"How do you get through it?" he asked. If anyone had the answer, then the ethereal goddess beside him did. The way her skin glowed in the moonlight, she looked more like a mystical fairy than a mere mortal.

Leo pursed her candy lips. "I guess I've grown used to the idea of being alone."

Clark frowned slightly. "You can't mean that," Clark insisted. "Don't you get lonely?"

Leo's expression suddenly froze in place. "You'd be surprised at what you can learn to live with."

That wasn't exactly the answer Clark wanted to hear. He could never live like that, in such barren isolation from everyone else...

_Or maybe she really doesn't understand what I'm saying. Maybe she really can't understand what I'm talking about..._

_Which means I really am alone. _

Suddenly, a disturbing thought occurred to him. "You weren't there, you know."

Leo shot him a questioning look. "What?"

"In my...in the graveyard. You weren't there." In Cassandra's vision of his future, Clark had seen the graves of everyone he held dear: his parents, Lana, Chloe, Pete...

But no Leo. _What does that mean?_

Leo flashed him a warm smile, gently kissing the palm of his hand with hers. "That's because I'll never leave you, Clark. I'll always be a part of your life, a part of your future."

Her hands felt small and cool against his skin; his own hands felt enormous and clumsy by comparison. _How does she keep her skin so soft?_

"I guess," Clark murmured, nodding slightly, more to himself than to her. Then he stared at her with a hard look. "I love you."

Leo blinked, her complexion transforming from clear to pale.

But before she could respond, Clark then added, "You don't have to say it back, if you don't want, and I'd understand if you don't feel the same way. But what if...what if it means that what I feel for you isn't real? How do I know?"

Leo's expressionless mask instantly crashed into place. "It's up to you to sort out your own feelings, Clark. I can't tell who to...how to feel."

Warning bells rang in Clark's head as he recognized that tone. "No," he replied quick enough to lessen the tension in her shoulders. "It's not that. It's just...thinking out loud."

Clark mentally kicked himself. _Nice going, genius. I should have kept all this to myself..._

Leo switched off the car. "Clark?" her voice beckoned. "Why don't you trust me?"

"I...I do trust you Leo."

"What aren't you telling me?"

"I am --"

"I found you passed out in the middle of the road at 3 a.m. You spend every spare waking moment you have locked up in that damn cave with that damn disk. What the hell are you doing down there for hours on end? Just staring at the wall? Taking a nap!"

"I told you before, I don't remember what happens!"

Leo glared at him hard just then, as if she could discover the secrets of the universe if she looked at him hard enough. "So you've said. But you're still not sharing everything. The only conclusion I can come to is that you don't trust me. I want to know why. I swore I would always keep your secret and I always have! I'm not even asking you to tell me what you learned in the cave. I just want to know why I'm not good enough...to hear about it?"

"Leo, I...trust you," he blurted out, a wave of guilt washing over him.

Even Clark knew that sounded weak.

"No. You don't."

That pouty response touched off Clark's resentment, which temporarily outweighed his guilt. Glaring back at her, Clark retorted, "I could say the same about you. I've asked questions about your past, about Leocorp." Specifically, he was thinking about those refined meteor rocks Leo had been transporting in unmarked trucks -- he wasn't sure he completely bought her explanation behind that, and the doubt ate at him. "There are plenty of answers you've never given me."

_Come to think of it, where the heck **is **she coming back from at this hour?_

Leo wordlessly opened her mouth before closing it, looking away.

As the rain stopped, so did the conversation. The discussion was over.

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When she pulled up to the farmhouse, Clark made one more attempt. "Thanks for the ride," he said shyly.

Leo didn't even acknowledge him as she stared straight ahead, keeping her stoic mask fixed.

Against the wounded puppy stare he leveled at her, Leo huddled behind the shelter of stony silence, gripping the steering wheel tightly with both hands. Ever since Clark had recovered the octagonal disk from her father's safe, he had grown increasingly secretive and distant. Although he admitted to using the disk in the cave wall, he refused to share anything about what he was learning or to let her participate in any way.

As her hard-top idled softly in the Kent's driveway, she desperately clung to her mask of indifference. She refused to speak to him, not even telling him to leave – mostly because she didn't want him to. She didn't want him to leave; she only wanted him to be honest with her. Leo waited patiently in her seat as Clark fidgeted. _I'll be damned if I talk first._

"I saw...I had this...dream," Clark began haltingly.

Leo restored eye contact with him, silently willing him to continue.

"I was in a graveyard, surrounded by tombstones. All of the people I love were there. It was dark and raining and the graves just lined up endlessly, as far as I could see."

Leo suppressed a mocking comment. _If he doesn't want to tell me, at least he could invent a more convincing story. _

A bitter grin tugging on her lips, Leo almost fired a scathing rebuke at Clark before the words died in her throat. She caught the deadly sincerity in his eyes, echoing the gravity of his words. He suddenly looked like a lost child, and her heart ached for him. Instinctively, Leo moved to comfort him – an instinct Leo was always surprised she still had whenever it made a rare appearance. "We all have fears of losing the people we love, Clark. Of being left alone. After my mother died, I had similar dreams. Living with my father afterwards was almost the same as being alone," she confided.

Her eyes called out to Clark, desperately seeking out a connection and acceptance she had craved for so long. After she lost her mother, there hadn't been anyone else. Her extended family was already almost non-existent before her mother's death. But when her mother was gone, her father had ended all communication with Lillian's side of the family. The Luthor side was small and unapproachable. Lionel had a brother that Leo had met once when she was younger – and even then she had quickly understood that the hatred between her father and her uncle crossed any and all family ties.

Such animosity and suspicion characterized all the relationships in her life. In her quieter moments, Leo fervently wished that Julian had lived. Certainly they would have been enemies as adults, but perhaps as children they would have had a small chance of being close. Maybe, having grown up with at least one close relationship, she wouldn't have had so many problems with simply making friends with others now.

Snapping from her reverie, Leo refocused her attention on Clark when he asked her something. _And when did it start raining?_

"How do you get through it?" he asked.

Thinking about her answer, Leo focused her eyes on Clark's again, noting the desperate light in his eyes as he awaited an answer. She felt as if that may have been the most important question Clark had ever asked her. Leo compressed her mouth into a straight line, taking another moment to consider her reply.

"I guess I've grown used to the idea of being alone."

Leo nearly flinched when Clark frowned – she hated disappointing him. When men saw her, their eyes darkened with lust, greed, or fear. None of them ever saw more than a pair of tits and a celebrity name. But when Clark saw her, his eyes lit up with welcome acceptance – almost as if he was glad to see her! Leo lived in constant terror of the day Clark finally saw her for what she really was….

"You can't mean that," Clark insisted. "Don't you get lonely?"

With that question, Leo suddenly realized that Clark couldn't possibly relate to the isolation she felt. _How can he?_ He had parents who loved him and was surrounded constantly by friends and peers who cared about him. Something about Clark just seemed to naturally invite people to open up to him and let him in. Hell, she felt the effect herself. _How could he ever understand?_

Looking out through the windshield, the moonlight conspired with the spring rain to transform the barnyard into a surreal dreamscape. _And what is up with Clark's dream anyway?_ As usual, Leo felt like she was missing something, but she couldn't figure out what. There was something intensely personal about that dream, something he would only share with her to a certain point, and that hurt.

"You'd be surprised at what you can learn to live with," she answered softly.

Stewing in her own thoughts, she almost missed what Clark said next: "You weren't there, you know."

Pulled from her thoughts, Leo glanced at him quizzically. "What?"

"In my...in the graveyard. You weren't there."

"That's because I'll never leave you, Clark." Leo looped her hand through his, caressing the pad of her thumb over the nail of his index finger. She drew comfort from the small, tender contact. Leo never initiated such intimate contact with anyone else, not even with lovers. Despite their lingering issues, there were moments when she was so comfortable with Clark that she felt like an extension of him. "I'll always be a part of your life, a part of your future."

_I wonder if I could ever feel like this with anyone else?_

She instantly scolded herself – she didn't even want to think about that. All of the people and events in her life seemed so transitory. She'd never felt this way before, and she clung to it fiercely. _Is this what people call love?_ She didn't believe in love; she wasn't even sure she fully understood the concept. And even **if** she ever did love someone, it would be doomed to failure anyway. _Nothing good ever lasts._

"I guess," Clark murmured absently. Then, in typical Clark-like fashion, he blithely dropped the atom bomb that ruined everything:

"I love you."

_How is that possible_? After all, Clark had never seen her for what she really was. _And I fully intend to keep it that way._ She would do or say or conceal anything to ensure he always looked at her in that special way that only he could.

Still, the crushing weight of keeping her internal demons bottled up took its toll, and it was a burden that she could never dare share with Clark. If he wasn't disgusted by her, he would pity her. She wasn't sure which would be worse.

_Either way, I'd never forgive him._

A decision which left her truly alone.

At her silence, Clark hastily added, "You don't have to say it back, if you don't want, and I'd understand if you don't feel the same way," he said, with more than a little sadness in his voice.

The alien sensation of guilt wormed into Leo's soul, making her burn with resentment. _How dare you? How dare you make me feel this way! Why are you doing this to me?_

"But what if," Clark continued, "what if it means that what I feel for you isn't real? How do I know?"

Her heart stopped. Throat constricting, she barely choked out, "It's up to you to sort out your own feelings, Clark. I can't tell you who to...how to feel."

"No," he replied quickly and thus restored the flow of oxygen to Leo's brain, "It's not that. It's just...thinking out loud."

Leo's eyes narrowed into a murderous glare as she savagely twisted the key in the ignition, killing the engine. _This is about me, isn't it?_

"Clark, why don't you trust me?"

That got his attention. He looked at her, blinking with those damn puppy dog eyes. "I...I do trust you Leo."

"What aren't you telling me?"

"I am --"

"I found you passed out in the middle of the road at 3 a.m. You spend every spare waking moment you have locked up in that damn cave with that damn disk. What the hell are you doing down there for hours on end? Just staring at the wall? Taking a nap!"

Despite Clark's cowed expression, Leo didn't ease up on her harsh glare at all. _I want to make this better, but I'm not the one questioning what's happening here!_ It didn't matter if she didn't say how she felt – the fact was, **he had** and it hurt like hell to sit there and listen to him take it all back.

Flustered, Clark insisted, "I told you before, I don't remember what happens!"

"So you've said. But you're still not sharing everything. The only conclusion I can come to is that you don't trust me. I want to know why," she demanded accusingly. "I swore I would always keep your secret and I always have! I'm not even asking you to tell me what you learned in the cave. I just want to know why I'm not good enough...to hear about it?"

His mouth hung open as he stared at her, guilt written in fluorescent pink letters across his face. "Leo, I trust you."

_Liar._ "No. You don't."

Then Clark turned the tables on her when he did something completely unexpected – he glared back. "I could say the same about you. I've asked questions about your past, about Leocorp. There are plenty of answers you've never given me."

_That's completely different! _But unfortunately, explaining how that was different to Clark seemed counter-productive, so she remained silent.

As the rain stopped, the magical dreamscape of the world outside reverted back to the realm of ordinary mortals.

_No, nothing good ever lasts._

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End of Part I


	28. Chapter 24, Part 2

All previous disclaimers apply.

Thank you all for your patience! I hereby proudly present the **Season 2 finale**. I big shout out to my talented and dedicated beta SS4EVA -- her input adds those extra touches that elevates the caliber of the story. Also, a big thank you to all who take the time to review: each and every one of your comments always keep me excited and willing to keep writing. Enjoy!

Spoilers: Rosetta, Exodus

**Chapter 24, Part 2**

"I was wondering if you could do me a favor?"

_Of course you were. Why else would anyone want to see me?_ Whenever men looked at her, their eyes filled with lust, greed, or fear. None of them ever saw more than money, a pair of tits, or a celebrity name. But when Clark looked at her, his face always lit up, as if he was actually **glad** to see her. While her wealth and status had never meant anything to Clark, Leo couldn't erase the fear that one day it might. One day, he might begin asking for favors, and she would grant them because she could never bear to tell him no.

_And eventually, I'll hate him for using me, just like and I'll hate myself even more for allowing it to happen.  
_

"I'm always here for you Clark," she replied stiffly, rising from her desk to fix a scotch. Even the gentle clink from the ice dropping into the glass failed to soothe her. She pursed her lips, which made her mouth look narrow and bloodless. Her deep-set eyes, very blue, momentarily clouded before inquiring, "Might this have anything to do with your new barn decoration?"

Clark was dumbstruck. It was only yesterday that his heat vision had gone mysteriously haywire and burned the alien symbol for "hope" on the side of his barn. In a stroke of rotten luck, Chloe had pulled up to his house only moments later and written a full story about it in the Torch. While he'd managed to convince Chloe it was a frat prank, Clark did not enjoy getting on her radar. "How…?"

Leo sipped her scotch, savoring the cleansing burn in her sinuses as it slid down her throat. "Considering Miss Sullivan's front page article, I wasn't aware it was a secret."

"Since when do you read a high school newspaper?"

The alcohol made Leo flush slightly. With her fair complexion, the darkening was noticeable. Her voice was cool as she replied, "I like to stay informed."

She had long since set up a tracer program to monitor Internet traffic and police databases for all specific information regarding Clark, his family, and his abilities since the day of their meeting on the bridge. The software automatically categorized and flagged such information for her review regularly. Before Clark had come clean about his abilities, Leo had used the program to monitor reports concerning Clark's abilities.

In fact, she still did. Whenever the authorities or news agencies came close to exposing the truth, Leo used this advanced warning to smother possible threats to Clark's secret by **any** means necessary.

_Not that he ever needs to know._ For Clark's sake, it was one of those things she'd never told him about. With his homespun morality, Clark would just be crippled with guilt if he knew, and what purpose would that serve?

"So the symbol burned into your barn wasn't the work of drunken frat brothers," she replied in an even tone. She refused to say anything further. While she was insanely curious, she wasn't going to beg.

Clark swallowed hard. "Uhh, yeah. After Chloe's article, some guy spammed her email account at the Torch with a message for me. This Virgil Swann guy…"

"_The_ Virgil Swann?" Leo interrupted in astonishment.

Clark furrowed his brow in suspicion. "You know him?"

"I know _of_ him," Leo clarified. "I wrote a paper on him when I was in school. He was my idol for years. I always thought I could use my father's money for scientific research as Dr. Swann does, for learning about the universe around us and our purpose here." She looked down pensively at her drink. "Of course, things don't always turn out the way you expect when you're young," she finished softly.

Clark's frown instantly melted. "There's nothing stopping you from doing that research someday," he commented hopefully, instinctively trying to cheer her up. "When Luthorcorp is yours."

"Sometimes I think my father is going to live forever," Leo observed quietly with a faraway look in her eyes. Setting her drink aside, she quickly pulled herself back to the present. "So, what did Dr. Swann tell you?"

"His message included an email address. I think he was inviting me to contact him."

Leo frowned. "Clark, I'm not sure that's a prudent idea." _At least not until I have a chance to check him out first._ "We don't know how much he knows or what his intentions are."

Clark shook his head slightly, flapping his eyelids at her. "I think he's on the level."

"You don't know that."

Shrugging, Clark replied, "The email he sent also translated the symbol correctly. It was written in the same language as the markings in the cave."

Leo's expression suddenly became dangerously still. "And how is it that **you** can read it?"

Shoving his hands into his pockets, Clark suddenly found the tips of his shoes endlessly fascinating. "The caves…sort of downloaded the alien language into my head, so I can read it now."

Leo froze, torn between anger, confusion, curiosity, and concern. "Come again?"

Forcing himself to meet her eyes, he came clean. "After my blackout episodes, I could automatically read and understand the language." Noticing the look of betrayal flitter across her face, he tried to defend himself, " I don't know how. I just can!"

"I thought we were partners in this," Leo commented bitterly. Her expression blanked as her emotions shut down, shielding her from the hurt. He was lying to her again, keeping things from her as he'd done before. She was alone again…

_What the hell , I've been alone all along …_

"Hey, of course we're partners," Clark said consolingly.

"No, we're not." She polished off her drink and wearily trudged to the bar for a refill. "So why do you need me? You seem to be doing fine by yourself." _Where the fuck are those ding dongs?_

Clark almost winced at her sullen tone. He had been keeping a lot of this stuff to himself lately, but it was all for Leo's protection. After stumbling across the contents of Lionel's vault, Clark had begun to realize how dangerous protecting his secret could be for Leo. Whatever happened to him, he was determined to shield Leo from any harm.

_Leo gets into enough trouble. The last thing she needs is me adding to things…_

But in this case, he needed her help. "I can't write him back from the computer at home without my parents finding out, I don't want to contact him from a public computer at the library, and I can't email him from the Torch because…well, Chloe and I aren't really talking right now and I don't want her snooping either. I need to use your computer to write him back. Please?"

Leo silently cursed her inability to refuse him anything

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Nigel St. John regarded his prospective client carefully over a steaming cup of tea. In many ways, she reminded him of an infant tiger cub: one only dared to play with the cute, cuddly creature while she was young, for she would become far too dangerous to tease once she reached full maturity; when her razor claws and flesh-tearing fangs grew in. "Your father is one of our firm's most valued clients, and we look forward to the opportunity to earning your confidence as well. However, I'm uncertain why you contacted us about this."

"From what I hear, your firm provides these sort of services for all your elite clients," Leo challenged bluntly. "All I'm asking for is the same level of courtesy." Despite her outward calm, she was far less confident inwardly. All she had ever heard were disconnected rumblings about the firm's "Special Services" section. _Maybe this is just an ordinary law firm -- maybe the rumors are just urban legends._

"We're a law firm, not a private security agency." St. John chuckled politely. "Despite what you may have heard about Wolfram & Hart, Miss Luthor, we're not minions of the devil."

Nodding towards her host with a rueful smile, Leo uncrossed her flawless legs and got up to leave. "I'm sorry to have wasted your time."

However, just as she turned around to leave, St. John quickly added, "No need to be hasty, Miss Luthor. After all, I'm sure we could work out…_something_ for the daughter of such an esteemed client."

Leo favored her host with a lukewarm smile. "I was hoping could reach some sort of accommodation." While she privately resented bringing in outside help, she had little choice. Dr. Swann's email invited Clark - _and Clark alone_ - to his office in New York, and Clark had already resolved to go there next Friday afterschool. Unfortunately, Leocorp still didn't have any personnel outside of Kansas, and using Luthorcorp Security personnel would be tantamount to sending her father an engraved invitation to interfere.

As Leo resumed her seat, St. John pressed an intercom button. "Nika, send the on-duty field liaison to my office immediately." A few minutes later, a slender blonde girl in a sleek gray suit hobbled into St. John's office. "Miss Luthor, allow me to present Mayson Drake," he formally introduced.

As the two women clasped hands, Leo raised a gingery eyebrow at Mayson's heavily wrapped ankle. "Car accident?"

"Pilates class," Mayson answered dryly. _Stupid Haevachor demons - at least they'll never stiff us on the bill again._

As they got seated, Leo shot St. John a skeptical glance. _She can't be any older than **I **am!_

St. John smiled broadly at Leo's unvoiced criticism. "Ms. Drake is one of our most reliable associates and our top field operative." After St. John explained the operational parameters to her, Mayson promptly excused herself to make the necessary arrangements.

After Mayson left, Leo glared. "You're sure she's up to this?" Despite St. John's confidence, Leo remained unimpressed.

He waved away her lingering skepticism with a dismissive hand. "Appearances can be deceiving. She's a fast healer. The tactical assault team will be provided by our New York office. Ms. Drake will be coordinating their actions from a surveillance van several blocks away." _In addition to finding out what all this is all about._ Determined to engineer the cataclysmic conflict between Naman and Segeeth that he needed for his own plans, the last thing St. John wanted was **another** nosey billionaire sticking his snout where it didn't belong.

_Such a shame that Slade fellow proved so incompetent; eliminating Lionel quietly now is virtually impossible now that his guard is up… _"If you wish, we could also install surveillance equipment on the premises as well," he offered helpfully.

Leo shook her head, much to St. John's disappointment. "Not necessary. I've already made arrangements of my own." She had given Clark a cell phone with which to call her when he got there, "just to check in," as she'd explained it to Clark.

What Clark didn't know, however, was that the cell phone contained a homing chip that actively broadcast his position to Leo's satellite receivers at all times, whether he used the phone or not. It was similar in function to how lo-jack security systems could track stolen vehicles. The homing chip included a revolutionary Wayne Tech micro-transmitter that was even more powerful than the one implanted in the heel of Clark's regular work boots – a present Leo had given him for his last birthday. Unfortunately, the original transmitter in his boot lost target lock whenever he went supersonic – GPS satellite coverage could only acquire a fix when he slowed to normal speed. _Hopefully, the upgraded transmitter in the phone will work better. _

"But no one moves unless I personally give the order to move," Leo said firmly. She still wanted to respect Clark's privacy. _The tactical team is just a precaution, after all. _

"I understand perfectly," St. John reassured her in his clipped English accent. "I hope this is a prelude towards a long and mutually beneficial relationship. Shall I bill this to your father's account?"

"That won't be necessary," Leo said smoothly. "Perhaps, to save trouble, you could simply bill me separately."

_I'm not failing this time._ Through the offices of St. John and Wolfram & Hart, Leo was confident she had done everything she could for Clark's benefit. _I may have let down Dad, but I won't fail Clark. _

Though she'd never admit it aloud (or even to herself), her father's rejection after the terrorist incident had left her even emptier than before. _I failed again. _Of course her own father hated her – she deserved it.

_Maybe if this works out, I can have St. John's people look into the "Mr. Green" that ordered the hit on Dad?_

"Of course, Ms. Luthor – a separate account," he confirmed obsequiously. "Please excuse my imprudence. As I've said, both my firm and I have the utmost interest in facilitating your future success."

Leo nodded, reasonably assured of St. John's sincerity. No matter how important a client her father was, she was still his only legitimate heiress – _and even Dad won't live forever._ It wouldn't be in Wolfram and Hart's interest to risk alienating the future Chairwoman of Luthorcorp; Leo was certain of it.

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**Several Months Later**

Normally, a bare-chested Clark in her study was an object of fantasy, to be indulged in the privacy of a warm bath.

Today, it was a reality – and the prelude to a nightmare.

Clark had stripped off his shirt to show her the symbol seared across his chest – a stylized "S" or figure "8" (Leo wasn't sure which description was closer) contained within a pentagonal shield. Leo stared at the abomination in horrified fascination. Leo ghosted her fingertips over the contours of that hideous scar.

"Does it hurt?"

It took a second for Clark to respond. Though invulnerable to gunfire, Clark's skin erupted into goose pimples as Leo's feathery touch brushed across his skin. "Not anymore."

As Clark explained his latest encounter with the ship, Leo couldn't help recalling Clark's recollection of the first time he had opened it with his father, shortly after his first visit with Dr. Swann several months ago…

_Clark and Jonathon stood shoulder to shoulder as they inserted the key into the ship, looking on at the golden script glowing from the ship with wonder. As Jonathan turned to his adopted son, he noticed Clark frowning. "Clark, what is it?"_

"_It's a message from my biological father." Clark shook his head as he stared down at the ship. "I'm sure I'm reading it wrong, though…"_

"_Why? What does it say?"_

_"On this third planet from this star Sol, you will be a god among men. They are a flawed race. Rule them with strength, my son. That is where your greatness lies." _

_Clark's eyes widened as he stepped back from the ship in horror. "I… I think I was sent here to conquer." He spun around to stare at his father. "What kind of planet am I from?"_

"_Wait a minute, Clark. Maybe you did misread it," Jonathan reasoned. "But even if you didn't, it's you who decides what kind of a life you're going to lead. Not me, not your mother, not your... biological parents." _

"_What if it's part of who I am?" He asked. "Is… is that the kind of person I'm supposed to become?"_

"_Clark Kent, you're here to be a force for good," his father reassured him firmly._

_He shook his head in disbelief, still stunned. "How can you be so sure?" _

_Smiling, Jonathan moved towards him, placing his hand on Clark's shoulder. "Because I'm your father. I raised you, and I know you better than anyone."_

_His dad pulled his wavering son against him, holding him tight. Ordinarily, the gesture would have been reassuring, but this was not an ordinary circumstance…_

Eyes kinked into knives, Leo glared at the oppressive symbol branded into Clark's chest. "Has your…" Leo hesitated. She couldn't stomach calling that **thing** Clark's biological father. "Has the ship ever threatened you before?"

Clark shook his head vigorously. "No, never like this…"

"**_Fear not, Kal-El."_**

"_Who are you?"_

"**_I am Jor-El... your father."_**

"_You're supposed to be dead!" he shouted at the ship, watching in disbelief as it rose up before him._

"**_I am his memory, his will. I am to fulfill his promise and guide you all the days of your life. You are the last child of Krypton. When you traveled through the cosmos, you carried the hopes and dreams of your people. They now live through you, Kal-El. It is time."_**

"_Time for what?"_

"**_Time to accept your destiny." _**

_He shook his head violently. "I don't know what you have in mind for me, but I—"_

"**_By the setting of the sun Sol, you will return to me. Your destiny will be fulfilled." _**

_Turning around, Clark found himself facing Leo smiling softly at him. Behind her stood his parents, watching them, almost approvingly. It was like he could feel their love for him emanating outward._

"**_Your thoughts are not a mystery to me, Kal-El. These people have served their purpose. It is time to leave them." _**

_Panic set in. He shook his head slightly, knowing the voice that claimed to be his father was mistaken. In desperation, he reached out to touch Leo's face, but the moment his fingers brushed over the faint tint of her skin, the image flickered and disintegrated. They were gone. _

"_Please!" He spun around toward the ship. "Everything and everyone I know is here! In Smallville!" _

"**_You must let go of your past. I will guide you to your future." _**

"_NO! I DON'T WANT YOUR GUIDANCE!" Clark hollered defiantly. "I want to create my own future!" _

"**_You have no choice, Kal-El."_**

_A white blast._

_Clark was thrown into the corner of the ceiling, upside down with his back against the wall. He screamed, unable to move. His screams suddenly become more urgent as he ripped open his shirt and a symbol was slowly burned onto his chest with an invisible branding iron…_

"I can't even imagine how your parents are taking this," Leo said. Even she wasn't sure how she was taking this yet.

"I didn't tell them," he said quietly as he pulled his shirt back on. After he finished buttoning it up, Leo's heart broke as Clark looked to her desperately, like a frightened little boy. "I don't know what to do."

The muscles in Leo's jaw suddenly rippled. _Clark may not know, but I do._

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Several hours later, Leo pulled up to the farm bearing a small lead box. Judging by their behavior earlier that day, Clark still hadn't told his parents about Jor-El's ultimatum; Mr. Kent had shot her the same accusatory glare he always did. Ever since the incident at her father's vault, Mr. Kent had treated her like a criminal, blaming her personally for betraying Clark's secret.

Even more hurtful were Mrs. Kent's furtive glances; Leo had always counted on her trust, if not Mr. Kent's. But after the hostage incident, Mrs. Kent's maternal warmth had been replaced by polite tolerance – and that hurt a lot. In many ways, Mrs. Kent's mask of plastic courtesy was infinitely more hurtful. At least the last ten years with her father had braced her for Mr. Kent's open hostility.

_Not that I don't deserve it – but I'll show them. I'll show them all. I'll **win** their trust._ She didn't even think about love – that was just a mirage, an illusion. Trust and acceptance were the best she could hope for, and she was determined to win them here.

Climbing out of her car, she quickly reconfirmed that no one was home before she opened the flattened container, revealing an octagonal disk constructed from meteor rock – _kryptonite._

_How strange is it to finally have a name for it? _

The green luster of the counterfeit disk gleamed wickedly at her. _If this can't slay Jor-El's ghost, nothing will._

Kryptonite was the one substance on Earth that could hurt Clark, so it stood to reason that it could probably destroy the ship as well. She had originally ordered her team at Cadmus to craft a precise duplicate of the octagonal disk several months earlier, after her father had stolen the original. She had hoped to access the slot in the cave wall with this duplicate, to crack open its secrets.

But with the onset of this new threat, she now had a new purpose for it. Snapping the container shut again, Leo gathered her courage and marched into the storm cellar.

On previous visits, Leo had gazed at the small pod with child-like awe and wonder.

This time, she confronted it with the sullen stare of a deadly nemesis. Even the smooth contours of the craft mimicked a sinister sneer, the symbols emblazoned on its side demanding surrender or death. Leo hadn't appreciated just how threatening – _how alien_ – this infernal device was until now. While it looked harmless, further examination tore off the sheep's clothing to reveal the inhuman monster lurking underneath. She briefly shivered as she recalled that nightmare from months ago, that flying demon with the blazing eyes stalking her, hunting her, destroying her happiness…

"You'll never get the chance," she hissed coldly. Unlatching the lead container, she retrieved the kryptonite disk and slapped it into the corresponding slot on the ship.

The ship instantly sprang to life, hovering over the ground and quaking violently. Sick greenish veins and rust-colored tentacles engulfed the ship as it creaked, shuddered and groaned, screeching like a wounded animal as it's pointed bow aimed straight at her. A loud, low frequency, bowel rattling hum was coming from it as the countless symbols on its surface started to glow white-hot, matching the original display put forth by the symbols on the disk.

Leo knew she should have run, but she couldn't bring herself to move. Completely fascinated by the ships crippled ballet of movement as it rose off the ground, her feet froze in place.

Suddenly, an incredibly powerful beam of white light shot out from the surface of the disk.

It struck Leo directly in the face.

Her brain melted as molten lava seared through her eye sockets and poured into her skull. The pain was unimaginable – pain didn't do the sensation justice. Agony, torture…those words only began to describe the sensation. A massive avalanche of data jammed into her memory like an ice pick, memories and symbols being forced into her mind. Leo couldn't even hear her own screaming, couldn't comprehend the untold quantities of alien data and visions force-fed into her consciousness. The symbols, they came faster and faster while becoming increasingly complex…

In a matter of seconds, it felt like her head was exploding as the beam lifted her completely off the ground, the power of the pulsating white beam alone enough to suspend her in mid-air. On and on Leo screamed as the light battered against her face…

When the sound and the light from the ship seemed to reach an unbearable crescendo, a pulsing wave of energy shot out of the ship before it suddenly crumpled in on itself…

And unleashed a massive explosion.

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Clark was the first on the scene. He had been dropping off feed to the herd in Miller's Field, quietly worrying about Jor-El's message. Since summer vacation had begun last week, he'd filled his day with mindless chores as he fretted over what to do next. When he first heard the explosion, he immediately sped towards it.

He was surprised at the huge crater he found behind the barn, where the storm cellar _used _to be. It looked like a missile had struck it. _Was it Jor-El? Is he finally coming to get me?_

As he peered over the lip of the gigantic crater, his eyes widened in stunned horror.

_No. _

_Please no._

He rushed into the pit, tearing off a few broken boards that obscured Leo's broken body –

Unconscious.

Covered in dust.

Clothes torn to rags.

And completely bald.

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Lionel Luthor paced impatiently outside his daughter's hospital room at the Smallville Medical Center, stalking back and forth as he snarled into his cell phone head-set. "My daughter cannot be moved yet. If I can't bring her to Metropolis General, then Metropolis General will have to come here. If Dr. Hanson's team isn't aboard the chopper for transit here within the hour, you can inform the hospital board to forget Luthorcorp's sponsorship for the new oncology wing. Good day."

Hanging up, he looked on helplessly through the window into his daughter's private room, her body lying limp, her beautiful blue eyes reduced to empty white orbs staring blindly back at him, her scalp as bald and pink as the day she was born.

Clark tread lightly towards him, coming up behind Lionel to check up on Leo.

Without turning, Lionel addressed him in a voice of barely suppressed fury. "You know, I was never quite sure which of them was more out of touch with reality – Romeo or Juliette."

Clark hung his head, trying to skulk away quietly.

"Wait a minute!" Lionel angrily snapped, whirling around to grab Clark's arm roughly. "Where are you going?"

Clark tried to meet his eyes, but he couldn't. The stabbing guilt overwhelmed him, drowning him with grief and pulled by an undertow of responsibility. "I thought I'd give you some privacy."

"What I _want_ is my daughter back," Lionel growled threateningly. "Something I would have if it weren't for you."

"Listen, I…"

"No, no!" Lionel interrupted, his voice rising angrily, eyes blazing. "I don't want to hear it! That explosion occurred on **_your_** farm, which means I hold **you** responsible. If it weren't for **you**, Leo wouldn't be here fighting for her **life**!"

Clark pulled away abruptly, running away while trying to shut out Lionel's anger and his own crippling tidal wave of guilt. He had tried to cover up his origins, tried to push passed them, and failed miserably. _And now Leo's in a coma, and its all my fault._ He'd thought he could protect her, but he'd been wrong. He had failed, and it had been Leo who paid the price.

_I never should have told her. _

_I never should have let her in._

And now, because of his selfishness, he had nearly killed her – and for all his powers, there was nothing he could do for her. Who would he hurt next? His mom? His dad? His friends? Leo was already in a hospital bed, Lionel Luthor would be gunning for the family farm, and it was all** his** fault!

Jor-el El had warned him, but he hadn't listened. He was a curse to everyone he knew and everyone he met. He just wanted to disappear, to make this pain and guilt go away…

And then he remembered a beacon – a shiny red beacon that could lift the burden, make all his problems go away. _Chloe might still have one of those class rings at the Torch…_

"HEY! HEY! Where are you going!" Lionel shouted after him.

_Coward._

After watching his quarry flee, Lionel swiveled his attention back to his daughter. _It's okay, baby. Daddy's here._ And this time, nothing would delay his vengeance. He had done all he could for his daughter, but that didn't mean there wasn't more to do. _Your powers be damned, boy. There's nowhere on earth you can run from Lionel Luthor. _

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Later that evening, Leo's body awoke with a sudden jolt.

DOWNLOAD COMPLETE.

PRIMARY A.I. DAMAGED ON RE-ENTRY. PRIMARY VESSEL COMPROMISED.

AUXILIARY PROTOCAL ENGAGED: ERADICATOR DRONE PROGRAM ON-LINE.

HOST EVALUATION:

CARBON-BASED, TYPE TWO SENTIENT LIFE FORM. INEFFICIENT PHYSIOLOGY. BELOW-AVERAGE CRANIAL CAPACITY. MINIMAL REDUNDANT SYSTEMS. LIMITED REGENERATIVE ABILITIES.

INITIALIZING AUGMENTATION MATRIX.

MISSION OBJECTIVE: LOCATE THE STONES. CONSTRUCT THE ARCHIVES. RESTORE KRYPTON.

As she arose from the hospital bed, she seemed perfectly normal – save for the blank, milky white orbs her eyes had become.

After a moment, she then floated several inches off the ground before tearing out the window and soaring into the sky.


	29. Chapter 25

season 3 kickoff. enjoy!

**Chapter 25**

Having collected the final stone, the Eradicator drone soared through the clouds toward the Kewatche caves at a fraction of its capable cruising speed, limited by the fragility of its current biological host. Even with the augmentation matrix, its current host continued to steadily deteriorate.

_A necessary consequence of this primitive being's faulty construction._

However, its current host did possess certain advantages. After locating the final stone in China, for example, its physiology shielded the drone program from the irradiated kryptonite that protected the stone. Councilor Var-el had originally hidden the archives on this backwater world and encased them with irradiated Kryptonite to protect the stones from rebel factions – especially from the House of El's most dangerous political rival, the House of Zod.

Arriving at the caves, the drone opened the hidden aperture and approached the teleport panel where the other two stones it had collected earlier already rested. Using the orientation disk – what the humans called the "octagonal" disk – was unnecessary since the drone had already downloaded all the necessary access protocols.

Calmly placing the final stone in its proper slot, the drone watched dispassionately as the unified crystal initialized its activation sequence and teleported the drone to the designated target location in the planet's polar region. Upon reaching its destination, the drone then hurled the crystal toward the horizon, which landed with a dull thud on a distant snow bank.

Moments later, the ground shook violently as the majestic crystalline spires of a Kryptonian Archives Temple erupted from the icy ground, fearlessly stretching toward the heavens above like a home-sick angel as sea otters, polar bears, and caribou desperately scrambled in fear from the awesome sight.

Speeding into the temple, the drone activated the central A.I. and dumped the contents of its entire memory core into the great machine before awaiting further instructions...

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Clark Kent punched his fist into the ATM machine, letting money pool into the bag in his hands. He waved to the camera, his face obstructed by the mask he wore. He knew they'd never catch him, even if they did find out who he was. They were all just puny humans and he – wasn't.

Chuckling as he spotted a red corvette, he pulled off the black facemask and tossed it to the floor. He crossed over to the car and forced the door open with brute force, smirking with satisfaction when the lock snapped open without resistance.

He distractedly marveled as to why nearly everyone always left an extra key set in the bottom compartment. _How stupid could you be, practically begging somebody to come along and steal your car?_ A poster on a tree caught his eye and he glanced at it. It was a picture of Leo Luthor with the words 'Missing' stamped along the bottom.

Gunning the engine down the streets of Metropolis, he barely regarded the ant-like people bustling along the sidewalks with indifference; it was both a blessing and a curse bestowed upon him by the red kryptonite stone in his class ring.

His blessing was that he couldn't feel any of the emotions that had strangled him in Smallville when he realized what damage his actions had caused. He was free of the pain, the guilt, the debilitating sadness.

His curse was that he could not feel any of the emotions that could set him free from that torment. Instead of happiness he could feel only pleasure, instead of pride only satisfaction, and instead of love he could feel only lust.

Through the haze of his apathy, he could feel the opposing forces driving him constantly. The rush and excitement of the kryptonite urged him on while the dwindling voice of his true self held him back. This duality meant he was never truly free. He could steal money but never hurt anyone doing it; he would begin every night with a beautiful girl on his arm but end every one alone.

_It's all worth it though._

Anything was worth not having to feel the mind-numbing flood of emotion that hit him when he removed the ring. Those brief windows into the guilt and anguish he left behind were enough to make him slide it back on, no matter how painful the searing agony of his scar was. The scar was flaring up more often now and each time was worse than the last, but he would endure it again and again, preferring the pain of his flesh to the pain of his guilt.

_Speaking of flesh…_

He curved his lips into a ghost of a smile when he spotted a group of young women – particularly a vivacious blonde in a strapless red number on the sidewalk ahead. His grin widened wolfishly. "Hey gorgeous. I'm headin' to Club Ecstasy. Care for a ride?"

The blonde nodded eagerly, eyeing his new car as she slid in.

Meanwhile, Clark's x-ray vision was eyeing something else.

One of the girl's homelier companions squawked loudly. "Are you out of your mind? That guy could be a serial killer!"

The sleek blonde threw her friend a sardonic grin. "If he is, at least I'll get a sweet ride to the after life."

Gunning the throttle as he tore away from the curb, Clark hardly bothered glancing at her again once he got his initial eyeful. "So, I'm Kal. You?"

"Janica." She ran her fingers over the leather seat. "Leather, yum…"

He chuckled, pulling up in front of the club and turning off the engine.

"Yeah." He pushed open the door and climbed out, ignoring the buzz that rose from the throngs outside the Club when people recognized him. In the last few weeks, he'd managed to make quite a name for himself.

"Nice car, Kal!" the valet complimented.

Clark grinned vacuously, detached. "Like it?" The man nodded and Clark tossed him the keys. "Keep it – it bores me."

"Wow, you're so nice!" Janica breathed out, realizing that this meant he was probably loaded.

"Yeah." Clark resisted the urge to roll his eyes. "Why don't you go grab us a table? Drinks are on me." Grinning happily, the blonde walked away and he made his way over to the bar. He really had no intent on ever seeing her again.

"A particularly pretty number today, huh?" Jared, the bartender, winked at him.

Clark shrugged flippantly. "I hadn't noticed."

Jared nodded, handing him an iced margarita. "What is it with you, Kal? New girl in here every night, but you always leave alone."

Clark shrugged, scanning the crowd. "Women are just generally – "

He choked abruptly as he spotted a familiar figure from across the dance floor, hope flaring…

_No._ His mood crashed just as suddenly. As the blinking strobe light halted its blinking, he got a better look at her – a thin, scantily clad brunette arguing heatedly with some sleazy guy with a neatly trimmed goatee. Still, Clark couldn't tear his eyes from her. Her posture and skin had a familiar glow - even though she was a total stranger, couldn't help feeling oddly drawn to her

_If her hair were red and her skin were lighter…_ "Who **is **that?"

Clark felt the world freeze.

People milled around, walking by, women pressing their bodies up against his; some others blocking his gaze on her. Clark simply moved; it seemed to him as if she were the only person in the club. The swirling club lights, the bowel-loosening base of the music, the oppressive stench of cigarettes and marijuana mixing with the sickly sweet scent of alcohol and sweat – all the tawdry grime of sin and desperation around them fell away.

"That's Loi...ane," Jared answered, the music drowning out several syllables. "Comes here...army brat...Claude's arm candy."

"Arm candy…" the thought of somebody using her like that made him want to punch something.

Jared's whistle broke his reverie. "Looks like some girl's finally caught your eye, Kal." Ignoring the bartender, Clark weaved his way around the other people in the nightclub, making his way over to the table where she sat.

He wasn't sure how or why, but he felt oddly drawn to her. Even thinking about Leo was still too painful, and this girl was the first thing to ignite anything inside him since arriving in Metropolis. He wanted to talk to her. He needed to talk to someone, and somehow, he just sensed she would listen...

Clark never made it to her table. A searing pain, a sledgehammer smashing his skull and a million paper cuts slitting his brain, nearly brought him to his knees. He ignored the curses and dirty looks as he blindly stumbled out of the club's rear entrance, crumbling to his knees in agony in the rear alley.

He tried slipping off the ring, but something was wrong – _the pain still didn't stop!_

And the pain wasn't coming from his chest. It was coming from something else, calling him toward something. He couldn't explain it, but the blinding torture seemed to be perversely attracting him to its source. Instinctively knowing that his agony could only be relieved by finding its source, he sped northward, leaving only a sonic boom in his wake.

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He didn't stop until the searing pain in his skull stopped. Looking around his surroundings, it looked like he had run all the way to the end of the world; an endless expanse of snow-covered plains, hills, mountains...

_Or maybe not a mountain._ His eyes rested on a...structure, over forty stories tall. At first, he mistook its jagged lines to be a mountain, but then he noticed artificial lights glowing from inside of it. While the pain had subsided, he could still sense something drawing him towards it, beckoning him.

When he first entered the massive crystalline entrance hall, the first thing he was aware of was a dull roaring sound. The next was the column of light rising before him and seeming to climb into infinity; glowing streams of fractal patterns flowing up from the center of a chamber so vast he could not see its top.

_How is this possible? The building is tall, but not that tall. Where am I? What is this place?_

As his eyes rose higher and higher, he became aware of the shapes looming over him. Gigantic robed statues over thirty feet in height towered over him to either side, supporting a massive, pock-marked sphere easily thirty feet across directly above him; a representation of what could only be Krypton.

As Clark spun around in place for a better look, he was able to get a better look at the chamber's edge. At last, he found the source of the rumbling roar: a waterfall, a hundred feet tall, tumbled down the wall behind him, gathering in a massive pool at its base. The walls, which looked like silvery multifaceted crystal, seemed to glow with a soft internal light.

As he followed it along, he was able to make out the roughly circular shape of a chamber large enough to hold a football field. Three more waterfalls and their pools, each at one of the cardinal points relative to the first, lined the edges of the chamber. Almost lost amidst the sheer vastness of it all were gaps in the walls that could only be passageways to other chambers.

As Clark gaped at the sheer splendor of his alien surroundings, he suddenly saw something horrifically out of place.

_No. _Clark's gut clenched as he quietly confirmed his worst fears:

A skeletally gaunt Leo, clad only in a faded and tattered hospital gown, stood at rigid attention beside the crystal-control console-table thing in front of him. Her face was stone still, her eyes reduced to uniform, unblinking white orbs staring off into infinity. Between her bald head and the sharp angles of her spaghetti arms and protruding collar bones, she looked more like a Holocaust survivor than the beautiful, vibrant woman he had known…and loved.

"**Kal-El, you have come far,"** a disembodied voice echoed loudly. **"One journey has ended. A new journey is about to begin. Welcome, my son."**

"WHAT HAVE YOU DONE TO HER!"

In a fit of rage, Clark hurled himself angrily at the control panel from which the voice seemed to be coming. Consumed in blind fury, all he wanted to do was smash it to pieces, to tear down this entire monstrous nightmare down stone by stone with his bare hands…

But before he moved two steps, a blinding blue light descended from the ceiling and encircled Clark in a confinement beam.

This only enraged Clark further, but he was powerless to do anything about it – he couldn't move a muscle, couldn't even blink an eye.

Suddenly, the red kryptonite in his class ring flared and became clear, having been drained of all its radiation.

Overwhelming exhaustion swept over him as the pain in his chest flared and burned. He cried out, cursing it. Slowly, it dwindled and dissipated. He breathed hard, blinking back tears, belatedly realizing that the scar was gone from his chest. As his eyes ran down over the smooth skin, he wondered for a moment if he had simply dreamed every moment of the past few weeks.

Then he noticed his surroundings again.

"**There is much you must still learn before you are able to fulfill your destiny: to preserve Krypton and save this planet. This is a decision you must embrace voluntarily."**

His mind still reeling as he tried to process all this, Clark exclaimed, "I thought Krypton was destroyed!"

"**It was, but here – in your Fortress of Solitude – the geography of our planet has been replicated for your training."**

"I don't have time for this! What have you done to Leo? Why are you hurting her?"

"**The biological host for the drone program is of no consequence. Its functionality is no longer required."**

With that, Leo's body immediately collapsed into a heap, like a puppet after its strings were cut.

"**The meteor shower which brought you to Earth was only the precursor. The universe is filled with wonders to delight the imagination and terrors to freeze the soul, but you are not yet ready to comprehend all that it has to offer. Nor are you yet ready to fulfill your destiny." **

"What do you want from me?"

The blue light encircling Clark suddenly intensified as his mind was flooded by a torrent of images and symbols.

"**You must do as I instruct. Study with diligence, for that is the only way to preserve the knowledge of Krypton and save your adopted planet…"**

While Clark was encased in the blue confinement beam, Leo groggily clawed her way back to consciousness, trying to make sense of her strange new surroundings. _Am I dead? Is this heaven?_

A gust of wind slapped her all the way awake as her eyes struggled to focus. She shivered violently as her teeth chattered. _Well, unless pigs can fly, at least it's too cold to be hell._

Then she caught sight of Clark, surrounded in a cell of blinding bluish-white light. She tried to get up and walk towards him, but her limbs refused to respond. She could barely wrap her arms around herself as she shivered frantically.

"Clark!" Flushed with fever, Leo forced herself to make a second effort, digging her hands hard into the snow-covered ground, struggling to her feet on wobbly knees, limping, gasping, fighting blurred eyesight and a foggy, thunderous pain in her head as she doggedly trudged toward him – before collapsing on the ground again.

Visions, symbols, and images still flooding Clark's mind and senses, he barely managed to hear her.

"Clark, c-can you hear me? Clark!" she gasped, her voice was rasping and weak. Frost began accumulating on her skin as she lost all feeling in her extremities, too weak to move. Too much flesh had melted from her bones over the past few weeks. While the drone had sustained itself with solar power, it had not bothered to nourish Leo's body with the food, water, and sleep her body required. Though the drone's augmentation matrix partially maintained her body with converted solar energy, it could only do so much. Her skull now pushed out through the skin of her face, as if her trapped consciousness had tried to claw its way out of the prison of its own body…

The visions around Clark dissipated as the confinement beam disengaged and he saw Leo.

Clark momentarily averted his gaze – he didn't want Leo to see the tears stinging his eyes. _My fault, all my fault…_

'_Shut up and focus! Leo needs you now!_' he snapped at himself. In a Luthor-like moment of self-discipline, Clark brutally suppressed his own crushing guilt and fear and rushed to her side, carefully bundling Leo's emaciated body into his arms like the most treasured jewel in the universe. "Leo," he sighed sadly.

"**Kal-El, you must continue your education. You cannot stop."**

Clark's face contorted in rage at the crystalline control panel, where the disembodied voice seemed to come from. "She needs help!"

"**Your destiny is far greater than saving one human life."**

"I won't let her die!" Clark yelled angrily.

"**Each time you let human emotions guide you, the fate of the entire planet is at risk. That is your weakness, Kal-El."**

Clark swallowed the lump of sullen, bitter hatred that pooled in his throat. If he defied his biological father now, Jor-el might imprison him in that energy beam again and Leo would die right here in his arms. "Please! I'm begging you."

As Leo shivered, Clark's fingers and arms unconsciously tightened around her protectively. He didn't care if he had to grovel – he had to get Leo to safety, and he had to do it now.

"**Very well – under one condition. You will return to me before the yellow sun has set."**

Clark released a breath of relief he hadn't realized he'd been holding. "I'll be back. I promise."

"**Do not fail me, Kal-El, for the consequences will be grave."**

Clark nodded solemnly. "You have my word."

Turning his attention back to Leo, he noticed her snuggling closer to his chest, nestling in his warmth. Even semi-conscious, Leo drank in the feel of him like water, like she was dying of thirst. She though maybe she could never get enough. She could feel the current of energy surging through him, a current of relief and optimism that immediately put her at ease. Like a drowning woman, she clung to him for dear life, unwilling to let the sensation go. "Take me home, Clark," she croaked weakly.

Clark smiled down on her gently. Bundling her carefully in his arms, he shot out of the Fortress in the blink of an eye, heading south.

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Leo awoke in an unfamiliar bed.

Her head hurt; her neck hurt; her limbs were sore, and she was not alone. There was a startlingly huge arm cradling her aching head against an impossibly broad chest. An enormous hand rested on her hip. Someone's warm breath snuffled in and out against her ear.

She vaguely recalled approaching Clark's ship, a flash, a big bright room. She recalled Clark's face, but she wasn't sure if that was a dream or reality. She certainly had no memory of how she got here – some sort of hospital room, but past experience indicated that it wasn't Smallville Medical or Metropolis General.

Then she noticed an unaccustomed draft on her scalp.

Leo reached for the top of her head, horror gripping her when a conspicuous part of what she usually found there was completely absent.

When she did find something, it was disquietingly smooth.

_Oh my god, I'm disfigured! Will it grow back? What else is wrong with me? I need a mirror!_

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Awoken by the jostling beside him, Clark yawned widely. Between the hellish emptiness of the past several weeks and his panic as he rushed Leo to the first hospital he could find, he finally crashed once he brought her to safety. He technically wasn't supposed to be here, but he snuck back in after visiting hours to make sure Leo was alright. He had planted himself in the chair beside her and held her hand, reassured by the feel of her skin and the steady pulse in her wrist.

But when he tried to pull away from her to return to the Fortress, her little hand suddenly tightened around his in her sleep. How could he leave her after that? _She's lying unconscious in some frontier hospital in the middle of the Yukon!_

So, he resolved to stay with her, regardless of the cost. This was his responsibility, his fault. _Jor-el can do whatever he wants to me, but I need to make sure she's okay._

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Leo rolled over and sat up on the edge of the bed. She winced as she nearly tore off the intravenous needle planted in her arm. The room started spinning as her head pounded ferociously.

"Leo, are you okay?" Clark asked. Despite his drowsiness, his face radiated concern, his hair messy and his club clothes from Metropolis rumpled.

Still disoriented, Leo didn't turn around to face him, still shaking off her residual dizziness and self-conscious about her appearance. "Clark? What's going on?"

Clark's drowsiness cleared up instantly as a fresh wave of guilt washed over him. _Where do I start?_ "What do you remember last?"

Now it was Leo's turn to squirm. She sat for a minute without looking at him, steadying both her mind and her body. "After you showed me the scar on your chest, I blew up the ship…" Leo trailed off when she felt Clark sit up behind her.

"Leo! What were you thinking? The crater on the farm was over thirty feet wide! You could've been killed!"

"I didn't use explosives," she pouted defensively. "Just some kryptonite." She purposely left out the part about fashioning a "kryptonite key." _No need to upset him any more than necessary._ Besides, she genuinely didn't remember much else beyond that.

Meanwhile, Clark was reeling. _This is all my fault._ He never should have told her anything! He might as well have strapped a case of dynamite to her chest and lit the fuse. "I'm so sorry," he apologized in a small voice.

Leo turned around to look at him curiously. "What are you apologizing for? What happened…and what are you wearing?" She silently chastised herself not noticing earlier – _must be this migraine_. Although badly rumpled and slept-in, Clark was wearing a silk shirt, tailored slacks, and Italian leather loafers that probably cost more than Jonathan Kent had in his savings account.

Clark shrank into himself in shame; he couldn't look her in the eye. "After the incident, I sort of ran away." Hanging his head, he confessed, "I swiped a class ring and ran away to Metropolis. I robbed banks, stole cars, knocked over department stores..." It wasn't until that moment he realized the enormity of what he had done. That wasn't how his parents raised him! Clark just wanted to sink into the deepest hole he could find and never come out again…

Ordinarily, Leo would have been more reassuring, but she was busy clamping down on her own emerging panic. _I must be hideously disfigured from the explosion – why else would Clark be shying away from me like that?_

"I need a mirror," Leo said urgently.

Clark clenched his jaw, a wave of soul-crushing guilt squeezing his chest. "Leo, you look fine. It's barely noticeable."

Leo glared severely at him. "I wasn't asking. Give me a mirror." She saw how Clark dressed – she preferred to make her own aesthetic evaluation, thank you very much.

With guilt cloying every move, Clark reluctantly handed her one. He had anticipated her demand and had one ready.

Despite bracing herself for the worst, Leo couldn't help wincing a little. She nearly cried. The complete and utter lack of hair made her look eerily like her mother during her last bout of chemotherapy. At twenty-three, Leo wasn't at all ready for that.

"It's…different," Leo shuddered. _No wonder Clark can't even look at me…_

Even without hair, Clark thought Leo still looked beautiful, more like a goddess with perfect milky skin who existed beyond the mortal realm – if not for the unexpected look in her eyes. It was a desolate look, a look that spoke of loss and missed opportunities, of pain and humiliation. Of surrender. _And I'm the reason that look is there..._

_No wonder she can't even look at me._

Gazing at her complexion, Leo noted she looked a lot older than her years – every flaw exposed, dark circles ringing her eyes…a hairless freak of nature. Her eyes began to sting. She sucked in a shuddering breath through her teeth – _damnit, I can't let anyone see me like this._ "Clark, I'd like to be alone now."

Hanging his head, Clark arose from her bedside and made for the door, just trying to run away, to run anywhere to get away from the choking lump in his throat. _I'll go to the Fortress – best to run away, before I hurt anyone else. Forget Jor-el's stupid deadline – I've already missed it anyway. _

Besides, what's the worst Jor-el could do now?

Taking a few steps from Leo's bedside, Clark stopped, expression falling into a frown.

He took a few more steps toward the door, jogging slightly until he neared the door, and he stopped again, frowning even deeper as he squinted his eyes intensely at the wall, confirming his suspicion.

His actions did not go unnoticed. "What is it?" Leo asked.

"My powers… their gone."

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"This is all her fault!"

"Dad, she was just doing what she thought was right."

"The road to hell is paved with good intentions, son. She had no business going near that ship, and now look what happened!"

Clark shook his head sadly. While he agreed with his dad's assessment, his dad still wasn't aware of all the facts – _that Leo never would've been involved if **I**_ _hadn't opened my big mouth. _"She was only trying to stop Jor-El."

His parents both froze at the name. "What does he have to with this?" Martha asked.

Then Clark told them everything – the scar, the ultimatum, the Fortress, Jor-El's warning.

"Why didn't you say anything before?" Jonathan exclaimed in exasperation.

Clark shrugged. "With all the trouble with the farm, I didn't want to worry you guys."

Martha touched his arm gingerly. "Clark, you're **our** son. You should have told us so we could deal with this as a family."

Taking his mother's words to heart, Clark looked at his parents hopefully. "Well, at least now we can put all that behind us. All I've ever wanted was to be normal. Now, finally, I am.

Jonathan looked at his son dubiously. "I don't think this adjustment is going to be quite as easy as you do, Clark."

"But that's why I'm lucky to have parents like you," Clark countered earnestly. "Every time I woke up and had a new ability, you were always there to help me adjust. This time is no different."

"It is different," Martha said urgently, worry creasing her face. "You can get hurt now; you're vulnerable."

Clark shrugged, his lips quirked in a small smile. "Isn't that what it means to be human?"

"I can't imagine Jor-El giving up on you that easy son," Jonathan warned.

"I broke my word to him. If losing my abilities is the consequence, then I think he's done with me," Clark said, trying to find the bright side. "Look, it's all in the past now. I'm ready to take a step to the future. Everything's going to be fine."

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"The FBI can have him in custody within the hour."

"You can't do that!"

"Can't I?" Lionel demanded. "Kidnapping is a federal offense, brainwashing not withstanding."

Leo bristled, angered that her father insisted on treating her like a feeble-minded idiot. She sat up straight in bed, trying to project an image of strength. "I told you: I was undergoing chemo at a clinic in Europe. Clark just tagged along for moral support."

Leo knew she was stretching the boundaries of credibility, but it was the best cover story she could concoct – she'd lost over a quarter of her body weight and all her hair over the last six weeks.

Lionel halted his agitated pacing in her private VIP suite at Metropolis General and swung towards her. "Do you honestly expect me to buy that fairy tale?" he asked incredulously. "Why weren't young Mr. Kent's parents aware of this little trip? You could very well be guilty of juvenile kidnapping!"

Leo kept her expression blank and smooth. "They won't press charges. Besides, **I** asked Clark to keep this quiet. I didn't want to be pestered by reporters. It's not my fault he interpreted my request so literally."

In a move calculated to elicit sympathy, she tugged at the silk scarf around her head, to remind him of her "illness."

"I want to see those medical records."

Leo made a show of frustration with a slightly exaggerated eye roll. "I wasn't aware I needed a doctor's note for the principal before I got treatment."

Lionel's expression suddenly softened, looking stricken. "Is it out of line for me to worry about you?"

"Oh, so **now** you finally give a damn," she said bitterly, "And all it took was a bout of cancer. Maybe if I get hit by a car, you'll show up to my birthday party next year." Even if her cover story was fake, Leo's eyes blazed with real fury.

Sidling up to Leo bed side, Lionel took her hands into his firmly, staring into her eyes with an intensity that took her by surprise. "Despite what you think of me, I've never stopped worrying about you."

Leo tried to cover her shock but wasn't entirely successful. His sudden sincerity and change of mood had occurred so abruptly that it through her off-guard. "I-I'm sorry dad," she murmured, her angry resolve crumbling. She was genuinely astonished at how much she meant it.

Lionel sat at her bedside and engulfed her in a warm hug.

To her own surprise, Leo found herself melting into his welcoming embrace, closing her eyes as she huddled eagerly in his warmth. _Daddy…_

"There, there." Lionel smoothed over her back lovingly. "Everything will be better now that you're back in the Luthorcorp family."

Leo's blood froze as her eyes snapped open. "What does that mean?"

Lionel chuckled good-naturedly as he drew back and caressed her cheek. "Now that Leocorp is a subsidiary partner, we'll be working together closer than ever – after you recover of course."

Leo's face flushed angrily, even though she kept her voice level. "You can't do that without my consent. I still own a controlling share of my company."

"A _controlling_ share," Lionel repeated pointedly, as if she were a child. "But not a majority. When your company's stock plummeted in your absence, I purchased a chunk of it to prop up the stock price." Giving her a patronizing smile, he explained, "Gabe Sullivan did an admirable job running your little company during your absence, but investors quickly lose confidence in a company when the founder and CEO disappears without a trace for weeks at a time. I was only trying to help you."

Leo cursed silently. _I should have expected this._ After the Lucas incident, her father gave her back a majority stake in Leocorp in exchange for her silence. However, she was later forced to sell some of her shares in order to fund her pet projects concerning Clark and the kryptonite. As a result, she now only owned 40 of the stock. _If dad buys a big enough share of the public stock…_

"How much of it do you own now?"

He kissed her tenderly on the forehead. "There will be plenty of time to discuss business later sweetheart. Everything's going to be fine."

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As Leo fenced with her father, Clark returned to his chores on the farm since summer break still hadn't elapsed. Within a week, he soon came to appreciate what he had given up – not that he had any regrets. If giving up his powers was the price for saving Leo, he paid it gladly. _Maybe now Jor-El will finally leave me alone._

When he drove back to the farmhouse after the feed store run, his hands blistered and his muscles aching, Clark noticed a large "Smallville Movers" truck parked beside the barn and drove toward it, eying it curiously.

What he failed to notice were the two men hiding in the shadows of the barn. One was a black man with a trim goatee. The other was a scraggly white man with a huge Celtic cross tattooed to the side of his face.

Neither man looked like a furniture mover.

Both men wore gleaming green bracelets on their wrists and guns in concealed holsters.

As Clark's truck approached, the black man quickly dialed a number on his cell phone. "We're picking up the package now," he said into the receiver.

Pause.

"We'll let you know as soon as we deliver it sir," he finished politely before hanging up. He checked the gun in his holster again, just to be sure.

Morgan Edge wasn't the kind of employer you wanted to let down.

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Return to Top


	30. word from the peanut gallery

All previous disclaimers apply.

Don't get your hopes up. This is just a small addendum – hope it tides you over until the next full sized chapter.

Dedicated to a friend of mine recovering in the hospital. Get well soon, hon!

**_Metropolis Insider Magazine, July 2003._**

_On her last day recovering in the VIP suite of Metropolis General Hospital, one sees a snapshot of young Leo Luthor's tumultuous life. _

_Outside, impatient paparazzi mutter bitterly as they jockey for camera position. _

_Inside, the suite's television is tuned to the Financial News Network as functionaries twitter around her: a professional stylist primps her outfit, her publicist is telling you about some untrustworthy snake in the business who wants a piece of Leo, and her personal secretary is reciting a summary of phone calls Leo must make to certain notables as she retakes control of her new 1-year-old startup company, Leocorp, after her sudden illness and recent absence._

_Amidst all the chaos, twenty-three year old Leo Luthor is the calm in the middle of a storm._

_It's impressive that Leo can keep her composure – given that the tabloids have feasted on her during her turbulent teenage years, spilling ink in hysterical tones on everything from feuds and fake boobs (which she denies) to her withering figure, the past canoodling sessions with Bruce Wayne and other older male socialites, the club-scene meltdowns, and the speculation about her battles with drug abuse. _

_But despite it all, Leo Luthor is no train wreck. In fact, she may be the most compelling and talented newcomer to the list of up-and-coming, young A-List entrepreneurs in Metropolis. Valedictorian of her class from Excelsiur Prep at 16, she graduated magna cum laude from Princeton with a double major in Economics and Physics in two years. She later earned her MBA in Finance from Met U's prestigious Feinburg School of Business - all while making her bones as a junior VP at Daddy's firm, Luthorcorp, and dabbling in the modeling world in between college and grad school and during semester breaks._

_Now that she's on her own, Leo boldly predicts Leocorp's annual revenue will surpass that of her father's Luthorcorp within a decade, though she refuses to describe precisely **how** she plans to accomplish such an incredible goal. _

_Despite her driving ambition and dazzling intellect, however, she's genuinely fun to be with – affectionate, friendly, and surprisingly down-to-earth. Having lived in the tiny hamlet of Smallville for over two years, locals say she could often be found at either the local coffee house or amongst the tents of the Farmer's Market, rubbing elbows with the common people. _

_But behind the friendliness lies a serious and emotional young woman. Though she has fallen many times in her life, she clearly has great reserves of strength. She has personally survived so much that at this point she can't help but start to let it out, if only a little – the tragic death of her mother, her distant father, her loneliness and rootlessness, the demons inside her that almost made her self-destruct. _

_Admirable as her past accomplishments and future goals are, it must be noted that Leo is still a work in progress. In her most recent foray into the business world, fashion model-turned-corporate executive Leo Luthor failed to warn anybody when she disappeared for over a month to undergo cancer treatment and chemotherapy in Europe this summer, after a mysterious accident at a friend's farm. Investor confidence in Leocorp quickly collapsed in the wake of her sudden disappearance. If not for the selfless intervention of her father, chemical tycoon Lionel Luthor, many observers believe Leocorp would have collapsed._

_Leocorp's Chief Operating Officer, Gabriel Sullivan, commented, "While I sympathize with what she's going through, I believe she could have handled this situation with better tact, perhaps by making a public announcement before she dropped out of sight." _

_Other critics have been much harsher. "I think what most corporate executives have to realize that when you drop the ball or slack off, thousands of employees have to scramble to cover for you," Star City industrialist Oliver Queen told reporters Thursday, while hanging out with Bono at the Wayne Foundation's Annual Oxfam Fundraising Gala. _

_Mr. Queen, the young scion of Queen Enterprises and a vocal left-wing advocate for corporate social responsibility, went on to say, "If she can't handle the pressure, maybe she should stick to a less demanding industry, like designing shoes or handbags. The way she just disappeared and forced thousands of employees to scramble like that…that was disrespectful and selfish. Most employees are middle- and working-class folks trying to make a living; most stockholders are small investors trying to save for a decent retirement. By putting her company in jeopardy the way she did, she put thousands of families in jeopardy. And Leo Luthor isn't the only one. A lot of irresponsible executives act as if they're God's gift. It's inexcusable, and they should be called out for it."_

_Many pundits remain skeptical that Leo Luthor – once the Metropolis answer to Paris Hilton - can be taken seriously. Recent reports about her battle with cancer have also undermined public confidence in her ability to lead a major corporation._

_Can she silence the doubters? Is she smart enough? Is she tough enough? _

"_Of course," she answered matter-of-factly as we exited the hospital suite toward a private garage exit shielded from the paparazzi. "It's all a matter of control. Once you tame the will, anything is possible." Despite the warm weather, Leo's fingers are freezing cold in the frosty hospital air-conditioning. She blows on them, as though trying to revive a little bird – she tells me that she's got it all in check. "I've learned how to be in control," she says. "Most people learn that over the course of a lifetime, but I've mastered that lesson in a few short years, and I'm thankful."_

_When she says this, Leo looks me squarely in the eye. Her determined expression seems to say, "that has to count for something."_

_Mostly, she's just sick to death of people's melodramatic concern. "Don't ever say this to me," she says, going into mushy group-therapy-speak: "Are you O.K.?"_

_She leans over, looks you straight in the eye, and delivers her classic Leo Luthor response: _

"_It's like, Yeah, m-therf-cker, I'll be fine."_

_**Interview by Catherine Grant, correspondent-at-large for Metropolis Insider Magazine and society columnist for The Daily Planet.**_


	31. Chapter 26

All previous disclaimers apply.

**Author's Note:**

Sorry for the delay folks -- I appreciate your patience and readership. A special thanks to Phoenix Skyborne for the lovely new cover art (I added it to the cover art section of my author page). Also thank you to Jason Jackson for the Lex Luthor tutorial -- your insight and knowledge of superman lore is a special asset I remain indebted to you for!

And as always, the biggest thank you to my dedicated beta, SS4EVA -- without her editing talents, the gibberish sprouting from my keyboard would be utterly unreadable. Now, on with our story...Enjoy!

**Chapter 26**

His vision misted, Clark reluctantly pried his eyelids open. His breaths became short and shallow, barely bringing in enough oxygen to keep his awake, and his heart started to pound rapidly in his throat. He was already physically in bad shape, practically frozen, anyway, by the stiffness of muscles that had been pushed into unfamiliar position – lying facedown on the floor – and left there for he didn't know how long.

He vaguely recalled getting struck in the face. He fell. Two men dragged him into a big yellow moving truck….one had a big cross-tatoo on his face…then a big fist and total darkness….

Was Cross-face still here? Watching him maybe? _Am I going to be dissected?_

Terror, panic, pulse racing….

**Calm down, Clark,** Leo's breathy voice counseled softly. **You're not helping matters. Focus. Learn. Understand. Then Act.**

How often had Leo drilled that advice into him? Whether hovering over the pool table or skirmishing over a chess board, Leo always chided him for not thinking his next action all the way through – she was as annoying as his Dad in pointing that out to him.

Clark smirked – his dad would have _loathed_ having anything in a common with a Luthor.

Fortified by the reminder of loved ones, Clark took control of his breathing, sucking in deep lungfuls of air, calming himself. Gradually, his heartbeat slowed.

_Now to find a way out of this. Jor-El might've taken my powers, but I still have a brain. _

He started by listening – really listening – for a moment. His own breathing sounded loud, but when he held his breath he couldn't hear any other sounds that seemed to be coming from inside this room. No other breathing, no rustle of fabric, tapping of fingertips….nothing to indicate that there was anyone in the room with him. The only sounds, he realized, was a faint buzzing noise that seemed to be coming from above him. Resuming his breathing, taking in the stale air, he knew the time had come to make the scariest move of all: he had to sit up.

His muscles screamed in agony as he called on them to work – pain shot up from his arms and legs, from his ribs, from his neck, almost driving him back to his awkward but now-familiar facedown position.

Ignoring the pain as best he could, he bent his knees and brought his legs beneath him while mentally noting the disappearance of his shoes.

His right hand felt odd. Heavy. He looked at it.

A steel bracelet encircled his wrist. A chain extended from his bracelet to a similar one, looped around a solid metal coil bolted into the wall.

_I really am a prisoner,_ he thought. _I'm trapped here._

Flickering his eyes open and closed a few more times helped his eyes adjust. Aside from the empty bucket lying in the corner (Clark didn't even want to _consider_ what that was for), the room was totally empty. A locked door and the cameras mounted on the ceiling corners were the room's only connection to the outside world. The floor and the walls would have been completely white, if they weren't bathed underneath a dull, green glow originating from the strange lights built into the ceiling…..

_Kryptonite?_

Clark suddenly paled, though it had nothing to do with the green glow in the room.

It didn't matter that by losing his powers, he had acquired immunity to kryptonite.

What **did **matter was that **someone **had known enough about him to install kryptonite counter-measures at all. Then he looked down at himself and noticed that he wasn't wearing his jeans either; he was wearing a pair of blue scrubs and he was barefoot.

Clark clenched his jaw. Powers or not, he clearly had to get out of here before his jailers returned. Most of the pain he'd felt before had changed – he now had a pins-and-needles sensation in his arms and legs as his circulation returned to something approaching semi-normal. Readying himself for lances of agony, Clark swiftly drew his arm against the wall, letting the cuff chain go slack, and then threw his fist out as fast and as hard as he could.

The manacle bit into his flesh, tearing the skin. The chain clattered, and the manacle bolted to the wall clanged loudly...

And didn't break.

Clark tried it again, and a third time, each time wincing at the sensation of the metal ripping his arm. After two more lunges, he gave up. The radiator was holding, but his arm wasn't. Blood ran down into his hand now, and dripped onto the hard, cold floor. He elevated his hand as much as he could to slow the bleeding.

Clark slumped bitterly. Once able to lift the tractor with ease, he had failed to snap a simple chain! It wasn't until then that he began to fully appreciate just how delicate humans really were.

Wilting beneath the dull green lights overhead, he hung his head in dejection. For all the times Leo had called him a 'hero', this failure only proved how wrong she was. _Without my abilities, I'm worthless…_

**I didn't realize super-sulking was one of your abilities**, Leo had once teased.

That arrogant miss-know-it-all attitude grated on his nerves even now. She had been teaching him chess – one of Leo's endless attempts to round out Clark's education – and had just check-mated him.

For the fifth time in a row.

In less than six moves.

While he loved her unconditionally would always adored her smile, there were times when that triumphant, gloating smirk she wore transmuted into a dismissive sneer that left him uncomfortable and vaguely hostile…

_I'll bet Leo never would have gotten trapped this easily_, Clark thought bitterly to himself. _Even if I weren't immune to the kryptonite, she still would've found a way to…_

A light bulb flickered in Clark's mind. Whoever captured him couldn't have known that Jor-El had taken his abilities and left him immune to kryptonite. _Maybe that's something I can use…._

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Sergei Raskolnikov was not, in his own opinion, a bad person.

He was just a guy using what talents he had to make ends meet..

Before working for Morgan Edge, he'd been a thug, a petty bruiser, working for Vladimir Ruchenko's Crew in Little Moscow. Steady work, it kept him in rent money, and he could spend his days practicing his pool game and rebuilding his '78 Camaro – cherry red, the kind of muscle car that could get him plenty of dates. At nights, he went wherever his old boss, Ruchenko, sent him. Sometimes Sergei would carry a gun, but more often than not a crowbar or a baseball bat did the trick nicely. Sergei never hit more or harder than he needed to, and he never enjoyed it. He wasn't one of those _unkulturny_ lunatics that got off on inflicting damage.

All was well and good, until one day a snitch started talking. Metropolis PD busted Sergei in a warehouse with several million dollars worth of stolen merchandise. The cops wanted him to talk in the worst way, but Sergei wasn't a moron. A couple years in the joint for whatever beef the cops gave him wasn't worth ten minutes of what Ruchenko would do to him. Vladimir Ruchenko was old-school: he'd cut off his balls and feed them to him; make him chew. And this, Sergei knew, was not a figure of speech.

The Celtic cross tattoo on his face and neck was his souvenir from prison. The Aryan Brotherhood inside had given him a choice: either get inked and serve as a loyal Aryan foot soldier to beat up on spics and niggers, or take it up the ass as someone's bitch.

Sergei opted for the tattoo and muscle work.

By the time he reached the end of his sentence, Sergei had seriously considered going straight. He had a sister in Hub City who worked at a diner, and she'd told him the joint was looking for a short order cook, and hell, Sergei could've done that. He'd actually been packing his stuff when a fellow inmate, "JJ", Jason Jackson, came to visit his cell.

JJ, a bookish fellow who looked more like a librarian than a convict.

JJ, who always seemed to know what sort of petty crime needed to be done.

"Morgan Edge would like to offer you a job," JJ had said. "He appreciates a reliable man that knows how to keep his mouth shut."

_Easier than going straight, that's for sure._

As it turned out, working for Mr. Edge was different from working for Ruchenko. Edge was smart and connected.

**Really **connected.

For example, Sergei never dreamed he'd be contracted to work for a guy like Lionel Luthor. _The_ Lionel Luthor! He was even richer than Martha Stewart or that Donald Trump on TV!

Working for big shots like that, Sergei felt like he was already moving up in the world. He had even graduated to a "skill" job, kidnapping that farm kid and now being entrusted with the responsibility of drawing blood samples from the kid. No more shaking down storeowners for protection money or beating up dead-beat gamblers for him. No sir! In a way, going to prison was the best career move in Sergei's life: not only had it established his street cred with Morgan Edge, but his time spent working in the prison infirmary had also made him useful for this job as well.

Before opening the door to the cell, Sergei double-checked himself: green meteor rock – check; syringe – check. While he had been advised never to approach the kid alone, Sergei felt this precaution unnecessary. The prisoner was supposed to be horribly allergic to the green rocks, which were supposed to make him sick. Checking the security monitors, Sergei saw the prisoner slumped in the corner of his cell. Sergei sighed as he waited for his partner, Manny, to arrive so they could do this….

He waited for five minutes.

Then ten.

Then seven more.

Frowning, Sergei checked his watch again. "Lazy, godamned hood rat," he grumbled to himself. Though he didn't think of himself as a racist, he figured there was probably good reason there were so many blacks locked up in jails.

"Screw it," he muttered softly to himself. Confirming that the boy was still slumped over on the security monitor, Sergei unlocked the door and approached the prisoner's body lying on the floor, kneeling beside him to collect his sample….

All Sergei caught was a blur.

One blow from a ham-sized, rock hard fist sent him spinning to the floor in a whirl of stars and pain.

Like a coiled serpent, the boy's arms encircled Sergei's neck. The muscles in his neck quivered and felt as if they were tearing loose from the incredible strain they were under. Sergei's attacker kept twisting his head. Vertebrae popped, closed to the breaking point.

"ARGH!! AAgh…MANNAGH!" _Goddamn Manny! If he were on time, this never would have happened!_ Black spots swam in Sergei's vision, swelling to fill his sight.

Feeling himself fading, instincts kicked in. He clasped his hands together, then drove them upward, smashing through the prisoner's hold.

The prisoner's grip broke, but he immediately tried to get hold again.

Pain shot through Sergei's neck and across his shoulders as he rocked on his feet. The prisoner came at him without pause, launching a wild punch. Sergei dodged to the side, smashing his knees to bring him down. The prisoner's hands clutched at him wildly.

Sergei blocked his searching hands against his left forearm, then drove the over hand into the prisoner's stomach twice. The cell was eight feet long, leaving either of them hardly any room to move.

The prisoner feinted with his hands, then when Sergei stepped in to go on the attack again, he drove an elbow an elbow into Sergei's forehead. Driven backward, Sergei slammed against the wall behind him. The prisoner was on him before he could recover.

The boy's – no, the man's – hands circled Sergei's head again, covering his temples and ears, locking around the back of his head.

"Let. Me. Go!!" the prisoner grunted.

Sergei slammed his open palm straight up, catching his attacker on the chin hard enough to daze him. As his opponent stumbled back, Sergei caught him with a right cross that hammered him against the wall.

Panting, muscles sore, and nose bloodied, Sergei savagely kicked the prisoner in the groin….

The last thing Clark registered was searing pain of unimaginable magnitude before total darkness.

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Watching the entire struggle play out on the closed-circuit monitor, Morgan Edge looked on curiously beside his long-time acquaintance. "Any reason in particular you're so interested in this kid?"

Lionel smirked cryptically. "My reasons are, as always, my own." His outward confidence, however, masked his growing concern. The green meteor rocks embedded in the room's ceiling should have left Clark far weaker than it did. _Why isn't it working?_

"I'm beginning to feel like you don't trust me," Morgan teased, masking his confusion. His old associate's fascination with this kid was just puzzling. At first, Morgan had thought Lionel had cornered some kind of demon; the importance Lionel had placed in the mysterious properties of the green meteor rocks to restrain him smacked of black magic. That thought dismayed Morgan greatly. _Last thing I need is for Lionel to figure out vampires, demons, and magic are real – he's dangerous enough as it is._

"Trust has never had anything to do with our friendship," Lionel chided playfully.

Morgan shrugged off the non-answer. Lionel had always been a cold-blooded prick. Anyone with the stones to waste his own parents for the insurance money had to be. Knowing Lionel, it was probably something lucrative – maybe the kid had some kind of rare cell line or blood type or something. Morgan himself had made a fortune in the Black Market for human body parts used in organ transplants – the profits from the human organs black market were almost as high as those from his crystal meth operation in Hobbes Bay. Whatever made this boy so valuable, Morgan was sure he could find it.

He had his ways; ways that even Lionel Luthor couldn't imagine…

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_In the 1960s, Metropolis had been a very different place. In those days, the Stockyards were King and the local manufacturing plants bustled with industry, years before foreign competition drove them under and real estate developers converted them into over-priced lofts for trendy yuppies. In those days, most of the city's residents lived in marginal neighborhoods of older shingle-sided houses with splintering porches, populated by mixed ethnic types who kept their peace __and their own dim outlook of the world._

_Morgan Edge had fit right in._

_He was scrappy and short and scrawny. Unable to afford a car, he'd stolen a bike from a younger neighborhood kid, even though he knew he looked ridiculous riding it. Girls didn't look twice at him. He bought a leather jacket, greased his hair back, and tried to hang out with the local hoods, but even they rebuffed him. He wasn't strong enough, they said, he couldn't fight well enough._

_He wasn't even accepted by his fellow demons._

_Even at home, his family had always tried to pass for human. They went out in the daytime, wearing their human faces like badges of honor. They had turned their backs on their own kind. They walked and talked like humans as if it were somehow nobler than embracing their true nature._

_And even though Morgan didn't agree with that – even though he longed to unleash his inner demon and wreak havoc in the human world – the few other demons he came into contact with refused to believe that. After all, they reasoned, the peaceful coexistence of demons and humans was tenuous at best, no doubt aided by the fact that most humans didn't know that demons even existed. If they did, the story would certainly be different. _

_As it was, demons made most of the necessary concessions to live in a human-dominated world. If the humans knew what they shared the planet with, they'd likely spare no expense in exterminating the demon population._

_Humanity was never much good at sharing. _

_Thus, Morgan was forced to move onto the fringes of the Metropolis criminal community in his human guise._

"_**Why can't you be more like your brother?",** his parents always complained. His twin brother – Morton – was always their favorite. He studied hard, made good grades, and earned a full scholarship to some famous school out East. Last Morgan had heard, Morton eventually changed his name to "Richard Earle" __and was some kind of fancy corporate big-wig in Gotham._

_Finally fed up with their nagging, Morgan ran away from home and settled in the even rougher neighborhood of Suicide Slums. To pay the rent, he stole from stores, lifted purses at bus stops, and shook down transient hippies for money. He was determined to remake himself. And when he was done, people would pay attention. People would have to take notice._

_He started haunting the used-book stores near the "Hobbes Bay" district near the riverfront, escaping into fantasies of other worlds and other times. The darker, grittier stories of Clark Ashton Smith and horror stories by Lovecraft, Machen, and Derleth were his favorites. These stories featured strange magic and sinister elder gods that young Morgan Edge found tremendously compelling. These stories rang true for him, where others rarely did._

_Later he sought out, and discovered, other stores…stores where the books about magic and dark sorcery weren't classified as fiction. He stole when he had to, borrowed when he could, bought when absolutely necessary._

_Until he eventually found the book._

_It was entitled The Path to Power. It had been written by Narias Rixzel, an ancient sorcerer who had synthesized the precepts of the magicians who came before him and learned new things that no one else had discovered._

_These things worked for Rixzel._

_And after Edge read the book several times and put its principles to the test, they worked for him as well._

_After four consecutive days of little sleep and less food, he tried a simple test. In his shabby studio apartment, he mixed a few ingredients in a copper bowl, stationed lit candles at intervals around the room, and spoke the required words._

_Smoke billowed from the bowl, taking on the form of a beautiful woman. Her eyes were wide and luminous, with galaxies inside them. _

_She told him a secret._

_It worked. _

_He then set out to try everything in the book. In so doing, he became aware of worlds within worlds that he had heard whispered of but never dared to hope were true. Suddenly he had a new set of acquaintances. He moved in different circles. The city's few magic-users opened their doors to him. As he gathered power about him, other doors opened – doors to the criminal world._

_And thus was how the friendless young demon who haunted the bookstores on his stolen bicycle ran across an equally young, ambitious, ruthless young human named Lionel Luthor, with an intriguing arson-insurance scam…_

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Leo ran her index finger along a long line of figures spread across her desk. She tried to stay focused. This afternoon was dedicated to finding a way to lift her father's chokehold over Leocorp.

_"Miss Luthor, Sheriff Adams to see you." _

Leo stared at her intercom and sighed. She didn't appreciate the disruption.

She had spent the last several hours pouring over her personal assets, trying to devise some way to raise the investment capital she needed to pursue her more advanced private projects. She really didn't want to take out a short-term bank loan or bond issue for advanced research that could take years to become profitable. She had already exhausted her personal assets with the Plant buyout last year, and selling off any more of her shares in Leocorp would just open the door for an outright hostile takeover by her father.

As it was, Leo only owned 40 percent of her own company; her father had recently purchased 35 percent, and the remaining 25 percent was owned by minor investors. If Leo's wishes ever clashed with her father's, she would have to convince many of these small investors to vote with her instead of her father to make her orders stand, which wasn't likely to happen:

Most people still wrote her off as the "drunken party girl" that tore up supermodel Alessandra Ambrosio's dress in a backstage cat-fight at the Versace show in Milan. Although her recent "trust offensive" in the press was aimed at encouraging public confidence in her, Leo doubted most independent investors would back her over her father in a straight-up proxy fight.

While Leo didn't appreciate the disruption Sheriff Adams represented, she admitted to herself that she _could_ use the distraction. She wasn't going to solve this long-term problem right this second.

"Send her in," Leo said. She automatically pulled a small mirror from her purse and checked her wig. Her hair hadn't grown back yet, and she remained terribly self-conscious about her appearance. She tugged the front hairline in position and pulled the back hairline down to the nape of her neck, then shook it gently to ensure the stands fell into a more natural look. Picking up a styling comb, she ran it through the strands to make them look looser.

Finally satisfied with her appearance, Leo leaned back in her chair and waited while her visitor strolled into her study. The furnishings were ostentatious, from the intricate new Oriental rug to the Ming vase resting on a finely varnished end table. The pool table aside, her study at the mansion was designed to intimidate, to rattle. From the wide-eyed look on Sheriff Adams' hard bitten face, the room was having the desired effect.

"Sheriff, good to see you. How can I be of assistance?" Leo asked. She forced herself to rise and shake her hand – while Leo was recovering fairly quickly, her strength had still not fully returned.

"Ms. Luthor, I know you're a busy woman, so I'll make this brief. Have you had any contact with Clark Kent in the last day or so?" Sheriff Adams asked. She seemed to grow steadier after Leo's handshake.

Leo's expression froze. "What's wrong? Has something happened?"

"Nothing to get in a twist over yet. It's not like he doesn't have a history of doing this," she remarked sharply, leveling a disapproving frown on Leo. "Given your role in his previous disappearance, you wouldn't happen to know where he might be, _would ya_?" Sheriff Adams asked, arching a lascivious eyebrow. Apparently, the good sheriff had heard all about the rumors in town swirling around Leo and Clark.

Leo silently cursed. She had been so wrapped up in her own problems lately she hadn't given Clark much thought.

_No, that's not true._ She was also hiding out from him – as deformed as she was, she couldn't bear the thought of Clark seeing her like this. At least, not until after her hair grew back and her figure was fully restored.

_And now he's missing._ Leo tensed her hands into fists. This town, its meteors and mysteries, swallowed people whole. Well it wouldn't get to swallow Clark. _But without his powers, he would be a sitting duck for whatever hit him._ "I'm sorry, I have no idea where he is," Leo answered earnestly. "Sheriff, I don't have to tell you that I'll do whatever it takes to help this investigation. If at any time the department thinks a reward might help, I'd be glad to put up the capital."

Sheriff Adams shook her head. "That would be jumping the gun at this point. His parents only called it in this morning, and it hasn't even been twenty-four hours yet. We're taking this seriously, but this definitely isn't the time to panic. We'll be in touch. In the mean time, call me if you can think of anything that might help."

Leo watched the sheriff walk away and she shook her head. At least the police were looking already, a real perk to living in Smallville. In Metropolis, teenagers were disappearing every ten seconds and reappearing within a week. Searching didn't really get serious until it was much too late.

_Well, it matters today._ Leo wasn't about to just leave this to Smallville's Finest.

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"Nothing like the intoxicating fumes of the laboratory to get those creative juices pumping, is there doctor?"

Dr. Wei Lee Teng peered up from her work to see Lionel Luthor looming over her. He vaguely reminded her of the evil spirits her grandmother had told her of as a child, the way he could just materialize at the least convenient moment. His ability to just appear when things started to go wrong was nothing short of uncanny.

"Mr. Luthor," she greeted, blinking. "I wasn't aware you wanted a briefing this evening."

"Your email mentioned you ran across something urgent," he smirked. "I take it you've made a breakthrough?"

He could barely contain the eagerness in his voice. Now that he had the source material for Dr. Teng's blood-platelet cocktail, he looked forward to even more rapid progress.

Dr. Teng frowned sourly. "Not exactly."

Lionel worked his jaw, a cold fist clamping down on his gut. "Now what's wrong?"

"The new samples you've provided for me…they don't match the original source material."

"That's impossible," Lionel scoffed. "I…have it on great authority that these tissue samples were extracted from the same source. Your analysis must be flawed."

Dr. Teng suppressed a shiver – she didn't even want to think about what that "extraction" probably entailed. Pushing through her discomfort, she pressed a sheaf of analytical data toward him. "You can review the data yourself. While the new sample _seems_ to be from a genome related to the original, you can clearly make out marked differences in the cellular structure and what I _believe_ is the genetic storage material." Pausing for a moment, Teng then remarked, "What's interesting is that _neither _sample contains what we would commonly recognize as chromosomes in animal life, let alone human DNA. I've never seen _anything_ like this. Either one of these samples would make for a fascinating research paper in its own right…"

"You're not here to satisfy your academic curiosity, _doctor_," Lionel snapped, losing that glimmer of hope he had clung to just moments before. "Can you salvage anything from the new source material?"

"It is impossible to answer that question without more time to analyze it."

Lionel swore to himself. As Napoleon had once remarked: _ask me for anything **but** time_. His joint pains were growing increasingly worse, and the blood he found in his phlegm, urine, and stool told him he was rapidly running out of time. The conventional drug treatments were useless. With each passing day, the loaded gun he kept in his desk looked increasingly seductive – the quick release from the agonizing death that awaited him if he failed to find a cure.

"I expect immediate results." Glowering at her menacingly, he added, "I only brought you here because you're **supposed **to be the best – the moment I suspect otherwise, I'll have you deported to your native homeland. And if I'm not mistaken, your former masters in Pyongyang don't have much use for women who have _consorted_ with the devils of western capitalism."

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'Cross face' picked up a meteor rock; Clark knew what was coming.

All three men took turns punching and kicking him. Even if the boy wasn't allergic to the rocks, they were still useful as blunt weapons. Clark tried to find his breath between the kicks he received in his chest. After one last hard kick, the hooligans stopped to watch Clark cough up his blood. His lungs burned and he could hardly breathe through the pain. Finally, after about fifteen more minutes of beating, the men stopped.

The beatings were more frequent now; they'd give him one day to recover then the next they'd begin again. His joints ached, the muscles he had left were tender, partially healed gashes and bruises camouflaged his skin. His breaths were erratic and shallow. After weeks of malnourishment and lying on the damp cold floor he contracted a fever. The past few days he'd suffered through bouts of nausea from whatever drugs they kept pumping him with. His small cell reeked from his spew. They gave him a small bucket and only emptied it once it was filled. So the stench lingered. His throat and mouth stung from the acidic tart left behind. His head constantly spun, his body shook, and his insides burned.

In order to keep him alive and healthy (in their eyes) they gave him two blankets. It took all his will power to pull himself off the floor long enough to spread out one of the blankets. He laid down and wrapped his clammy, shaky body in the other. Luckily they had stopped his trips to 'the dark room' for the time being. Throughout the days he drifted in and out of painful slumber. His sleep was plagued with fever driven nightmares – as were his days. The empty space would transform into his kitchen back in the yellow farmhouse; his mother was standing at the sink. She would turn and smile at him; but instead of her soothing voice, the harsh raspy voice of "Cross-face"– his personal devil and jailer – would bellow from her lips. "Tell me your secrets!"

The words would jolt him from his hallucination.

The amber lights of his home faded back to harsh florescent whites. The familiar smells of his mother's potpourri were pushed away by the stench of his own vile puke and body odor.

All hope and prayers of being rescued had left and desolation overwhelmed him. He'd given up any hopes of survival. Death didn't scare him anymore; he wanted death - it was his way out. It was the only way to stop his unbearable pain; the physical and emotional pain that besieged him relentlessly.

Clark was shivering, partially from his injuries, but mainly because of the icy cold of the room.

_Was the cold from the air conditioner? The cold outside? Was it still summer? How long have I been here?_

With no clock and no windows, time had lost all meaning. His battered senses mercifully shutting down, he faded into the blissful oblivion of unconsciousness….

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Lionel Luthor stared impassively at Clark's slumbering form on the television monitor. Desperation, frustration, and rage roiled beneath the surface.

Dr. Teng still wasn't able to make sense of the material she'd retrieved from Clark – he was useless. **Useless** – even more so than those stupid meteor rocks. Despite his earlier suspicions, Clark Kent had proved to be nothing more than an ordinary kid with a weird cellular structure. But how is that possible? He had seen the video footage of what he could do.

_Was it all faked? Just some elaborate ruse Slade cooked up to con me out of some money? If so, then where **did **Slade get the original blood sample?_ Lionel silently cursed to himself; it wasn't as if Slade was around to ask. Lionel still hadn't figured out how his body had simply vanished from the morgue…

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Jonathan Kent paced in the anteroom of Luthor Mansion fuming. He hadn't been waiting for long – less than ten minutes – but it wasn't his idea to come here either. He still wasn't sure why Martha insisted he do this. He didn't like asking for anyone's help, least of all a Luthor's, but Martha had a point. Without his powers, Clark was vulnerable and there was no guarantee he'd be safe. He would be a failure as a parent if he didn't do everything possible to ensure his son's safe return. _Even if it means swallowing my own damn pride._

Finally, the door to Leo's study slid open, and four men walked out, and brushing past him with stricken expressions on their faces and looking like they'd just endured a tax audit. Jonathan straightened up and tried to remain calm. _Remember why you're here_, he told himself.

He stared expectantly at Leo's assistant, who took her sweet time in looking up and saying, "You may go in now, Mr. Kent."

"Thanks." Mr. Kent strode through the door from the anteroom to Leo's study hefting the picnic basket Martha had packed. The entire scene was vaguely surreal; the previous visitors wore pressed suits and carried leather briefcases full of documents. Mr. Kent entered wearing his usual flannel and jeans and toting a wicker picnic basket full of food.

Just as it did the first time, Jonathan Kent was struck by the sheer size of the room: it was like a miniature auditorium with an upstairs balcony. Either Leo conducted classes here, or the Luthors liked to chew people out en masse. He wondered how Clark had ever found this to be a comforting place to visit.

The second thing that struck him was Leo herself. Despite her weakened state and desperately thin body, her face was still striking with her blue eyes drilling into him as he approached her desk. She was dressed in an immaculate silk robe, silky cinnamon locks of hair spilling softly over her shoulders. He watched Leo turn her head slowly to look at him, as if noticing his presence for the first time. All her movements were so languid, almost as if she were moving underwater.

Leo gave him a weary smile as she shut the laptop computer on her desk. "It's good to see you, Mr. Kent. Has there been any news from the police investigation?"

Jonathan's throat caught before he could answer. Looking at her, the image of a smiling skeleton crossed his mind. "No, Martha just thought you might appreciate a little home cooking. Some fried chicken and those blueberry-banana muffins you like."

Leo's eyes sparked, even as her blank smile remained eerily frozen in place. "Thank you."

Jonathan set the basket on her desk before hesitating, shoving his hands in his pockets as he tried to compose his next statement.

His action was so Clark-like; Leo was torn between tears and laughter. Clark took after so many traits from both Kents, sometimes she couldn't believe they weren't blood-related. Gazing at Mr. Kent, Leo suddenly got a mental flash of what Clark might look like in thirty years. _Not bad…_

"The police are investigating, but their operating with a handicap since they don't know…everything," Jonathan began, his voice deep and masculine, a little gravely. Fixing Leo an uncomfortable look, he pressed, "So, I was wondering…"

"I've already opened my own parallel investigation," Leo assured him. "I have several teams looking into Clark's disappearance from different angles, but I've also compartmentalized all the information gathered. When we find him, his secret will still be safe."

Jonathan nodded, relieved by the answer. But instead of leaving or asking more questions about the search, his eyes rested on Leo silently for a moment. Her face left him with a deep, serious feeling that made him sad. Despite her efforts to cover her expression, he could still see it as only a father could: her upper lip was thin and tight, but the lower one was thick and trembling. Even through her robe, he could make out sharply defined collarbones and upper ribs. She reminded him of an axe blade worn thin by sharpening: bright, sharp, and deadly, and not likely to last much longer.

Taking this in, he made a leap of faith. _If Clark believes in her, maybe I can give her the benefit of the doubt too…just a little one._ "Maybe you could come by the house for dinner some time? It beats warmed up food."

"I don't need your pity," Leo snapped. There was an undercurrent of cold hostility in her voice. Her condition was caused by whatever it was Clark had refused to talk to her about before he disappeared. It wasn't like she was bulimic or anorexic…_anymore._ She had little tolerance for sermonizing, hassling do-gooders: the enemy she both hated and longed-for.

"It's not like that," Jonathan said quickly, in a tone he hoped was inviting enough to put her at ease. He recognized her fierce independent streak - similar to his own - and grudgingly respected her more for it. _Who would have thought we had anything in common?_ "It's just…with Clark missing, the house has felt pretty empty. It would cheer Martha up to have another face at the table," he explained, showing a tense if friendly smile.

His luminous eyes seemed to snare all the light in her study and cast it back toward her. She basked beneath its comforting warmth, her resolve crumbling. "I'll have to consult my calendar to confirm a date," she said diffidently.

Jonathan saw through her façade. Smiling gently, he replied, "We still eat around six every night. Just drop by whenever you want."

Relaxing a little, Leo allowed herself to smile back at him, nodding slightly. "I'll do that."

To his surprise, Jonathan found he enjoyed the softness and contentment in her face. Her natural beauty shone through, and she didn't look like cutthroat corporate mogul Leo Luthor anymore. This woman looked kinder, gentler…

And for just a moment, Jonathan Kent _finally_ caught a glimpse of what Clark saw.

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"_We traced the tracking signature in his clothes to a dumpster in the warehouse district."_ At Leo's stony silence, Mayson quickly added, _"we haven't found a body yet, though."_

Leo silently cursed – those tracking devices were her best bet in finding Clark. She made a mental note to devise a more reliable means of tracking Clark's whereabouts in the future. In the meantime…"Do you have **any** leads?" Leo demanded harshly.

"_We're developing some prospects now – we'll let you know as soon as something pans out,"_ Mayson falsely assured. Actually, the forensics geeks had already traced the truck used in the abduction to Lionel Luthor, if only in a third-hand sort of way – which presented Mayson with a dilemma, since both Luthors were technically clients. She'd consult St. John about this ASAP. For whatever reason, her boss was as hopped up about this kid's disappearance as Leo was. _Go figure._

Meanwhile, Mayson counseled, _"The odds of finding anyone alive after a week, if this really is a kidnapping, are negligible. There hasn't been a ransom demand or anything to imply that the kidnappers intend to return him__. I'm just telling you that you're wasting your money." _

Leo gripped the phone until her knuckles whitened. "I'll waste my money if I want. **If** Clark Kent isn't alive, the person responsible for that needs to be found anyway. **You** keep looking. **I'll** keep paying. I suggest you get back to work," Leo growled before hanging up.

The wide-eyed passive look Leo leveled on the phone receiver masked her hot frustration and anger. Clark saved her life on more than one occasion. He wandered around Smallville playing hero to anyone and everyone. It wasn't right or fair for Clark to be missing and presumed dead. It was true, Leo was a realist and she didn't suffer from the illusion that the world was fair, but she would make no presumptions about Clark's death.

_I'll find you Clark. _

_And whoever did this is going to pay…_

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To be continued.


	32. Chapter 27

All previous disclaimers apply.

**Chapter 27**

Martha sat on her porch steps and stared at the seemingly endless fields of wheat and corn. A job that should have gone on for at least a month was finished. Smallville had a way of pulling together when a crisis struck. The Harbringer boys came down with their dad's equipment and made short work of the planting earlier in the week. People with a missing son couldn't be expected to plant their own crops.

Martha sighed and shook her head. It all seemed so empty. Clark always loved the corn. _It's a great place to hide and run._ Martha let her eyes drift shut and imagined Clark was sitting beside her. She heard soft footsteps in the gravel, like Clark sneaking off to star gaze. Clark... It had been a week. _Maybe he had already made it home?_ Martha stood and craned her neck. "Who's there?"

"It's just Leo, Mrs. Kent. I apologize for not stopping by sooner." _I planned to have found Clark by now. _"I hope I'm not intruding." Leo wouldn't let herself wince at Mrs. Kent's taut pale skin. She didn't stare at the dark circles under Martha's eyes or allow any of the pity she felt show through her expression.

"No Leo, I'm glad you stopped by. Jonathan is inside, setting the table." Martha folded her arms protectively over her knees and smiled. "Jonathan told me about how everyone has been working so hard to find Clark. He mentioned you in particular. A thank you doesn't cover it, but thank you." Martha couldn't help feeling guilt for all the suspicion she had heaped on Leo lately, especially after what Jor-El had done to her.

Leo shook her head and smiled back bitterly. "I wish there was something more I could do."

Jonathan paused just inside the screen door, listening to Leo and Martha talking. This young woman wasn't another Lionel Luthor, at least not yet – she just seemed too feminine, too flowery a girl to be a threat to anyone. _Hell, she's still a kid._ Maybe if they treated her like a human being, she'd learn to act like one instead of becoming a jackal. All Jonathan had to offer Leo was a little faith – _for whatever that's worth_. It was all he seemed to have to offer anyone lately.

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Four men strode into his room along with the usual pain from the opened door. As the men drug him from his bed, he grimaced from the lingering pain from his injuries while they carried him through the hallway into another room.

This room was dark, pitch dark. They dropped him onto his back in the center of the room. He let out a groan when his tender back contacted the hard cement floor. Before he knew it, two of them gripped his arms and pulled him to his feet. They bruised his arms as they held him.

A giant fist struck his gut with such force that it caused a loud whimper to escape his lips. The men laughed and then continued. Every punch to his bosom and face stung harder and longer than the last. His body went limp from lack of strength; the men dropped him to the ground once more. He lay on his side; his panting turned to coughing. The metallic taste of his own blood swam into his mouth; he spat it onto the floor whilst gasping for breaths between his coughs.

The door swung open and through the blinding light, the figure of a man appeared. Edge walked to his side and crouched down next to him. "Now this doesn't feel too good, does it? If you answer my questions I'll order them to stop. If you refuse to answer…well, I think you know what will happen." He stood and walked to a near by chair; he unbuttoned him suit jacket and sat down.

"I've heard some pretty remarkable things about you, kid," Morgan remarked, "Although, I'm not all that impressed with what I see of you now. Is there anything you might care to tell me about that?"

As always, Clark didn't answer.

Morgan sighed. _Too bad I can't use a truth spell here – not with Lionel constantly watching._

_Oh well. I suppose we do this the old fashioned way._

He nodded to one of the men. A large burly man approached Clark and kicked him fiercely in the chest causing him to gasp loudly for air as it was knocked from his pipes.

This went on for a few hours. Clark refused to answer any of Edge's questions. His body had been battered and beaten, lesions covering much of his body. Only after falling unconscious did his tormentor's stop their abuse.

Clark awoke back in his chamber a while later, on the floor where they'd dumped him; he laid on the floor just inside the door, where they dumped him. His once white scrubs were now covered in dirt and dried blood. His lungs burned like fire, every breath caused causing him sharp pains. His wrist felt as though it had been broken all over again; his whole body felt broken. He didn't dare move; moving meant pain and he couldn't take any more. Soon enough he fell back into his painless oblivion.

Every few days Cross-Face would check his wounds for infection. Cross-Face also conducted his blood work. Every other day he took samples. That was one thing he was thankful for; the tiny twinge made by a small needle was nothing compared to his new companion…torture. Every day they took him to the dark room, asked questions about his body, his abilities, his blood, and ever day he refused to answer.

Morgan grew exceedingly impatient and enraged. He wanted answer and wasn't getting them. He couldn't kill him, but he could damn well come close. Inflicting suffering on Clark gave him a sense of power and control. He may not have had the power to get answers, but he had the power to harm, and harm he did.

The new shirt they gave him quickly became ragged and filthy. Blood and dirt from the floor of the dark room coated it. It had tears on the front and back from the jagged edges of meteor rocks used against him. Blood seeped onto the edges of the tares and stained the shirt in several spots. All of his cuts were surrounded with nasty bruises and even smaller cuts. Every breath he took burned from his throat to deep down into his lungs. His head constantly pounded along with his entire body.

It didn't make much of a difference if they fed him or not; he couldn't keep the food in his stomach. He had become accustomed to many feelings over the last few weeks; pain, hunger, nausea, and the most painful of all, loneliness….

Clark laid lay in the dark on his side with his back towards the door. He figured that most of his ribs were broken because the pain in his chest was so intense that he could hardly breathe. His lips were swollen, and leaking blood, and his nose felt like it was broken as well.

They would take him into the dark room and question him. They asked were he was from; how he was capable of the feats he could do. With every question he gave them no answer and with every unanswered question he received a severe punishment.

Today's beatings were growing increasingly hard to take. Every hit was harder than the last and quickly followed by another. He laid on the floor trying to cover his head while the kicked him. With every kick he would let out a small moan, he tried his best not to cry out in pain.

Clark's fever diminished and left him with a violent cough. Every few minutes his lungs would force a severe coughing fit. The coughs produced a thick nauseating substance that he choked out into his bucket. He fought to breathe through the coughs and easily become became lightheaded. Once a fit would subside, his breaths would wheeze heavily until the next fit began.

They let him keep his blankets in an efforts to keep him 'healthy' and they started feeding him daily. He hated that they wanted to keep him alive. They'd beat him just enough to get their 'point' across but not to cause death. As much as he wanted it all to end, to die, he knew deep down he couldn't….

Through it all, Lionel Luthor looked on with grim satisfaction. It was a rare gift to have his daughter's tormentor at his mercy, and he planned to take full advantage of it.

And there was no doubt in his mind that **this **man was his daughter's tormentor. Lionel wasn't sure how, but he was certain that this boy had somehow caused Leo's illness earlier this summer – he hadn't bought Leo's ridiculous cancer story for a minute. He had every aspect of his daughter's life scrutinized at all times. If she developed any health problems, Lionel was certain he would have known about it before she did.

Therefore, whatever happened to Leo – whatever had caused her to shed all her hair and over 60 pounds of body weight – had to be this man's fault.

_And I **will** make him pay._ Already frustrated that he could neither confirm the boy's abilities or wring out a cure for his liver disease from him, Lionel was determined to take his frustrations out on the boy in full.

Besides, it wasn't every day that a father had the opportunity to beat the crap out of the s.o.b. that banged his daughter, which he was convinced Clark was doing to his little girl regularly. That thought alone justified the pummeling he unleashed on the boy, especially when he was so unworthy of her…

_Alas, a parent's job is never done._

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Jonathan and Martha should've lost their farm months ago. Although purchasing the farm and signing the deed over to the Kent's was a minor financial transaction for Leo, convincing Mr. Kent to accept it had taken a bit more doing….

"_We're not a charity case…"_

"_It's not about charity," Leo interrupted. "I owe Clark my life. Preserving this farm for **him** is the least I can do for him…"_

In the end, however, Mr. Kent relented with relative ease. It was so simple really. While the Kent's would never ask for any help or handout for themselves, for their _son_ they would endure anything.

_This isn't manipulation_, Leo thought to herself. _I'm only trying to help_. Even if Clark was still missing, the Kent's were good people. They didn't deserve to lose another important part of their lives.

What's more, the Kents appreciated everything she'd done for them and were surprised when she still dropped by to say 'Hi' even though Clark was gone. Ostensibly, Leo dropped by to apprise them of any progress in Clark's search.

In reality, both Leo and the Kents filled the holes in each other. To Martha, Leo obviously needed motherly love just as much as she desired to give it. She invited Leo over for dinner on numerous occasions; eventually Jonathan accepted her and Leo slowly became apart of their broken family.

They soon made a tradition of Sunday afternoon dinners with her. While Leo could never replace the child they'd lost, having Leo there and fussing over her filled her aching heart. While Jonathan was in the barn finishing up his days work, Martha was putting the last touches on dinner; she had prepared one of Leo's favorite desserts. The sound of tires coming to a halt on gravel could be heard from outside. Shortly after, there was a knock on the kitchen door.

Martha smiled and opened the door. Leo stood there, wearing her usual black dress skirt and silk blouse. With uncharacteristic self-consciousness, Leo fingered her boyishly short, bobbed hair. Leo had only stopped wearing a wig last week, and even then it was growing back completely white!

_"Oh, my dear, it looks ab-so-lute-ly luhv-ly!" Her hairdresser, Sergio, had gushed. "Come here, Louise--Rolf--Sylvia! Doesn't she look simply mah-va-lous?"_

_Slowly spinning the chair to get the full impact of 45 minutes of careful, expert styling, her hairdresser oozed with self-satisfaction. "Divine--just di-vine! I do believe I've outdone myself this time!"_

_A feeling of dread was starting to worm its way into the deepest recesses of Leo's stomach. She despised such gratuitous sucking up. It usually meant trouble._

_As Leo first saw it in the mirror herself, she suppressed a cringe. Her hair made her look like a twelve-year old boy, and she despised the brassy shade of red Sergio had used – it hardly matched her normal hair color at all… _

Martha smiled warmly, gently easing the younger woman's fragile self-confidence. Leo walked in and they shared a hug that meant more to each of them than the other knew. "Oh, come in sweetie," Martha beamed. "You look beautiful – I told you it would turn out well."

"Mmm, do I smell apple pie?" Leo asked.

Martha rewarded her with a small chuckle. "Yes. Jonathan should be in any minute, then we can eat."

Moments later, the door swung open and Jonathan came in. Jonathan looked at Leo and smiled broadly. "Hi Leo," he greeted softly, folding her into a warm hug.

So delighted with his greeting, so eager for his approval, Jonathan couldn't help cradling her protectively in his arms. He was always surprised by how soft she felt.

Leo snuggled in his arms, briefly luxuriating in the warm shelter of his embrace, the homely scent of Martha Kent's fabric softener gently consoling her, the fabric from the flannel caressing her skin with the delicacy of a kiss. She felt warm…soft…safe…wanted.

There was only one other man in the world who had ever made her feel this way.

"Evening Mr. Kent."

Jonathan went to Martha and gave her a kiss on her cheek, "I'll go wash up."

Jonathan climbed the stairs to his bedroom. After changing out of his dirty work shirt, he headed for the bathroom to wash up. He splashed his face with water and scrubbed his hands with soap. When he finished he stared at his reflection in the mirror.

He looked as if he'd aged years; his eyes were tired and weary. He struggled daily with the farm and its many hardships; Jonathon Kent was no longer a young man. To remind him of this, a constant pain in his side acted up and he dry-swallowed some aspirin to make it go away.

They were getting worse – there were times when his angina was so bad that it kept him awake for half the night. The doctor had prescribed some heart medication last year to treat his high blood pressure, but Jonathan had stopped taking the medication several months ago when he'd let his health insurance lapse – the farm was struggling, and he needed to cut some financial corners; he could no longer afford to pay the steep insurance premiums.

_Baah, what do the doctors know._ If he couldn't afford the prescription medications, he'd have to make do with aspirin. He realized he could have asked Leo for help, but pride intervened – Leo had already done enough to help them, and he wasn't about to burden the frail young woman with his problems. Besides, Jonathan hadn't even told Martha about it – she would just worry and insist they waste their money on those fancy heart pills he probably didn't need anyway. _Besides, aches and pains are just a part of getting old. Nothing to fuss over._

He had bigger problems – his marriage was suffering. While they loved each other the same, if not more, the strain of and heartbreak of losing their son was taking took its toll on each of them. They were slowly growing apart, each being strong for the other and putting on a brave face while hiding their own sorrow.

He and Martha had faith that Clark would eventually turn up, but as time went on they were slowly realized they might never find him. He felt like he had failed his son; he wasn't the father he should've been. Guilt hung over him; if he had been more vigilant, if he had been a better father, Clark would be home today. Jor-El would never have taken his powers away, and Clark would have been safe. All he could do now was hope and pray that someday they'd find their son and he'd come home.

Jonathan came down the stairs; Leo was sitting on one of the barstools in the kitchen and Martha was pouring some drinks for dinner. Seeing the two of them chatter amiably, he momentarily let his troubles slip away. He shook his head, mentally chiding himself at the incongruous sight of the hip urban sophisticate in his kitchen – not long ago, he would have had a heart attack at the sight of a Luthor infesting his household; now, he couldn't imagine life without her….

From what Jonathon gathered, kids like Leo – kids of privilege – seemed to fall into two camps: They either self-destructed into liquor-store-robbing messes, or they became adults long before they should.

From his perspective, Leo fell in the second category. She seemed **too **poised, **too** stable, **too **directed for her age. Leo just seemed far older than a girl who could barely drink legally. She didn't uptalk or giggle. There weren't a lot of "likes" or "ums" in her conversations. She actually had a healthy lack of pretension about her status as the billionaire heiress.

Still, it comforted Jonathan whenever he **did** catch Leo acting more her age, such as during her lively conversation with Martha in the kitchen just then….

"I think you would have loved it," Leo gushed to Martha, mischievously describing a drink she had pounded in Prague, "Lick coffee grounds off your hand, take a shot of vodka, then finish with a lime." Leo intentionally left out the name of the drink to Mrs. Kent, "the molester".

Martha chuckled before adopting a mock-challenging tone. "I'll have you know that on my twenty-first birthday, I downed about 15 shots in 15 minutes…"

"…and then spent the next 15 minutes vomiting in the bathroom," Jonathan interrupted sternly from the stairs.

"…before winning the mechanical bull competition," Martha countered with a flourish.

"Mrs. Kent!"

Blushing slightly, Martha raised a conspiratorial eyebrow. "I'd appreciate it if you **not **share that particular anecdote with Clark later."

"Well, I am a Luthor," Leo bantered as all three sat down at the dining table. While they all felt the same absence, they carried on because they had to. It's what they did every Sunday afternoon, filling the gaps each other felt with warmth and conversation, laughter and understanding. In those few stolen moments, they were the family they each desperately needed.

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Lionel walked through the frosted glass doors into his office. He wore a stylish black suit, gray shirt and shiny black tie. He was about to round his glass desk when the tall black leather chair spun around. Leo sat, legs crossed and arms akimbo, wearing a stylish wig of silky red hair.

Lionel stopped and chuckled, "Ah, it's good to see you out and about again. To what do I owe the pleasure?"

Leo unfolded her arms and interlocked her fingers. "We need to talk." Her tone was solemn.

"Come to have a father-daughter chat have you?" he laughed and walked to his leather couch, unbuttoning his suit coat before sitting down.

"I made an intriguing discovery today, Dad." Leo rose from the chair and walked around the desk.

"And what would that be?" Lionel played along.

Leo perched on the corner of her father's desk, one leg hovering just above the floor. "I found the Smallville Movers truck that mysteriously disappeared along with Clark." She paused pensively. "The unusual part is that it had been painted over with the LuthorCorp logo." Cocking her head, she inquired, "Don't you find it strange that someone would go to all the trouble to paint a truck and then abandon it?"

Lionel sighed wearily. "I believe this is the part where I ask: Leo, what are you talking about?"

"It's obvious that whoever did this wanted the attention drawn to you. Why is that Dad?"

Lionel grinned with amusement. "Exactly what are you accusing me of now?"

_Answering a question with a question – you're slipping dad. _"I'm not accusing you," she insisted. "I'm simply asking why someone would implicate you."

"Well I should think it's obvious. LuthorCorp has numerous rivals. This is merely an attempt to incriminate us, and a rather poor attempt I might add." He rose from his seat and walked behind his the desk. "Now if you don't mind, I have more pressing issues that require my attention."

He knew this was Morgan's oversight and made a mental note to pay him a visit soon.

Leo spun around and angrily hissed, "I don't find a missing friend trivial!"

She instantly regretted it – any outburst like that just weakened her position. Calming herself down, she said, "Don't worry Dad, I'll find out who's _incriminating_ you and why."

Leo shot him a plastic beauty queen smile and left the office without another word.

When she was out of sight, Lionel slumped into his chair with a frown. Leo wouldn't give up easily, and she was getting close.

_Time to tie up loose ends… _

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Cross-Face and his partner took Clark by his limbs and picked him up from the ground. They carried him upstairs, down the hallway and into the small room. They passed the rotted furniture and exited the vacant warehouse structure. The night sky was a purplish black with tiny white flecks of stars; it was the first time Clark had seen the sky in nearly two months. Another man stood next to an unmarked, windowless, black van; he opened the rear double doors.

The men carrying Clark slouched as they climbed in to the empty van with his sagging body between them. They laid him down on one side of the van and sat themselves on the metal floor beside him. Shortly after, another man opened the passenger door and got in; he held a large bag in his arms, heavily laden with chains and lead weights….

Clark had lost track of the time when the big door swung open again and the goons came in. They pulled the blanket off him, grabbed his arms and jolted him to a standing position. A wave of dizziness overcame him. He could no longer hold himself up; the men tightened their grip and half dragged him.

But instead of leading him to another torture chamber, they led him to the side of a river wharf he presumed to be somewhere in the city. Clark's noise recoiled at the nauseating metallic stench in the air, the clatter of heavy machinery from a nearby scrap yard bustling in the distance.

Clark started coughing hard, choking on the industrial stench. His coughs were harsh; his lungs were ablaze with seizing pain. When he started coughing up phlegm the men let him drop to his knees and stepped back. On his hand and knees he retched out the fluids as and he spat them to the ground. When his hacking subsided, he stared at the small puddle before him, panting. The puddle looked like clear jelly with yellow food coloring.

Standing beside his partner, Cross Face pulled a gun from a holster beneath his jacket.

Clark's heart sank in his stomach when he looked up.

A single shot rang out.

Clark felt his chest explode in a sudden numb heat, and he hit the ground hearing the report, and he knew he'd been shot.

Cross-face stood only ten feet away, his pistol still pointed at him.

Clark fell to his knees, feeling the blood beginning to bubble up into his throat. He opened his mouth, only to see it staining the ground in front of him. For a second he couldn't remember where he was, and then he saw Cross-face and his partner again.

They were still talking to each other.

"Damn dog! Why'd you use the 9mm, anyway? A .45's got more stopping power."

"I like 9 mils," Cross-face pouted. "It got more bullets."

"'Cause it ain't got no stopping power," his partner observed, nodding toward Clark. "See? That guy's still kicking."

"A .45 would blow barn door out his chest. I just had jacket dry-cleaned."

Clark tried to tell Cross-face exactly what he could do with his dry cleaning, but when he opened his mouth, the only thing that came out was more blood. It was getting very hard to breathe, he couldn't get enough **air**. He tried to stand up, feet slipping on his own blood.

The black man that accompanied Cross Face pulled the canvas bag and heavy chains from the van – to dispose of Clark's body afterwards. "If you're gonna use that pea shooter, at least finish him quick so we can dump 'em. I promised Chantel I'd take her out tonight."

Cross-face shot him again. This time Clark barely felt the impact; it was only a sting, but his left side felt funny, and he was on the ground wondering how he had gotten there - if, in fact, he'd just been standing up. His arm wouldn't move, and the world seemed to be turning very shaky.

Cross-face was in front of him, and Clark felt something hot pressing against the side of his head.

"Guy's tougher than I figured," Sergei admitted.

Clark heard a sound like the key turning in a lock, but he knew that wasn't right. _There aren't any locked doors around here, is there?_

"Sorry kid," Cross-face said.

'_Oh, right,'_ Clark thought absently. _'I'm going to die now.'_

_I wish I'd gotten see Leo's hair grow back again. It was always so soft…_

**00000000000000000000000000**

When he awoke, he stared up into a harsh, bluish glare. His eyelids fluttering, he slowly stood up and tried to orient himself. He was lying down on a slab beneath the bluish light.

Forcing his eyelids open, he stood up.

He was back in the Fortress, its alien crystal walls gleaming brilliantly like a sea of jewels. As Clark looked himself over, he was even more surprised to see that he was completely healed; not even a scratch marred his skin, aside from the faint blushing at the black, skin-tight spandex outfit he was wearing, a silver pentagonal shield and a stylized "S" imprinted across the chest of this jumpsuit…

Then his blush turned several shades darker when he noticed another form in the Fortress.

"Leo!"

But she didn't respond. Her eyes – blank, milky white orbs that just stared straight ahead – never acknowledged him. And what was up with her hair? Before Clark could rush to her side, a voice boomed from the caverns above him:

**Hello, Kal-El.**

"I was--I was…" _dead._ He was dead. He was shot. _Is this heaven? Or hell?_ "H-how did, how did you get me here?" Clark stammered, puzzled.

**The portal in the cave. When this body was invested by the Eradicator Drone Protocol in your ship, it became an oracle of Kryptonian knowledge, a drone to be used to assist you if ever you should need it…. That time is now. **

The memory of Cross Face's bullet still rang in Clark's ears.** "**Am I dead?"

**Your mortal journey is over, yes, but your eminent destiny is too important to sacrifice. You will return with all your natural gifts….. Unfortunately, this… rectification does not come without a price. **

**The life of someone close to you will be exchanged for your's. **

Clark blanched in horror.** "**No. No, I would never ask for that."

**You already did. When you decided to relinquish your powers and disobey me. It was your choice. **

"Then just don't bring me back!" Clark exclaimed desperately.

Unfortunately, Clark could already sense Jor-El's voice hesitating with…regret?** It's too late. For everything in nature, there is a balance. The life force that has been returned to you will soon be taken from someone you love. **

**You are about to face your darkest hour, my son. But, remember: The lessons that we learn from pain are the ones that make us the strongest. **

**Always know that I love you, my son…**

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"Why God?" Leo groaned.

Her head was pounding a regular rhythm with every beat of her heart. The hangover was an aspect of her teenage years she'd at least partially forgotten. A nice dark room with a thick blanket and absolutely no noise was in order. The damn sun was torturing her, making the pulsations in her brain three hundred times worse.

Cautiously, Leo cracked an eye open. Where had she passed out? What had happened the night before? The field in front of her brought back bits and pieces of the evening.

Jonathan Kent had found her boozing last night and had taken the keys to the Jag.

Leo groaned again and hid her eyes behind an arm. "Have to get home."

Thanks to the ever-conscientious Jonathan Kent, she didn't have any keys. Leo pushed himself into a sitting position and brushed the grass clinging to her head.

It was bad enough that Mr. Kent had seen her like this. If her own father could see her now, dirty and hung over, he'd laugh until little tears rolled out of his mocking eyes.

'_Your father isn't going to see you like this,_' a little voice reminded her._ 'If you hurry and call for the limo, you can probably avoid anyone but Reginald seeing you.'_ Had she brought her cell phone, though?

Failing to spot her purse, Leo regained her feet and patted at her pockets, hoping for a solid oblong resistance. She was squinting out toward the field when she spotted motion.

Someone was already at the worksite? "Lovely."

Unless the cell phone was in the car somewhere, it was just as well. Leo headed into the field in her bare stalkings – this was just embarrassing. "Hey, you wouldn't happen to have a cell phone, would you?" Now that she got a better look, this guy was dressed oddly for a field hand. Black spandex would get kind of hot as the morning wore on.

The man turned and smiled nervously.

"Clark?" Her voice was a whisper, almost a prayer.

When Clark took a few steps towards her, he soon discovered it wasn't needed. In seconds, his arms were filled with Leo and he couldn't stop himself from squeezing back, just lifting her off the ground, wishing he could carry her away at that moment and never have to deal with his powers or Jor-El or crazy kidnapper torture people again. She smelled so right, like home, and he buried one hand into the warmth of her hair at the nape of her neck and she was sobbing against him, clinging to him, salty tears dampening his neck.

Clark didn't care. He felt it and it felt perfect.

He was home.

"Oh god!" She sobbed, trembling in his arms. "I thought you were dead!"

Leo pulled back just a little, cheeks streaked with tears, eyes practically glowing. She cupped his face, fingers moving over every inch, gaze devouring, scrutinizing every detail.

Clark drank in the sight of her just as greedily. "I…I like your hair," Clark replied, tearing up, hands moving over her back, cherishing the feel of her against him.

She was still sobbing and Clark pulled her close again, burying his nose in her hair. "Shhhhh. It's all right, Leo. I'm home."

_Aww, nuts._

It was apparently the wrong thing to say. She only cried harder, her hands gripping him even more fiercely, almost angrily. He smiled at the warmth of her embrace, the violent joy he could feel emanating from her body as she trembled against him. He lingered in her arms a bit longer before pulling back to look at her.

"Hey. You okay?" He brushed away the strands of hair that hung over her eyes, hair that wasn't quite right.

Sniffing, Leo nodded. "Y-yeah," she sobbed a little but a smile appeared.

She remained silent for the next few moments; her hands simply drifting over his back, petting him, her fingers occasionally caressing his neck. It was almost as if she was proving to herself that he was real. He didn't bother to stop her.

Finally, she pulled back slightly and shook her head. "I-I don't understand. How… What… "

Stabbing guilt shot through Clark as he recalled Jor-El's ominous warning:

**The life force that has been returned to you will soon be taken from someone you love.**

With his powers returned to him, Clark swore to do everything in his power to protect them – no matter the cost.

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Trudging towards his car after an 18-hour day in the laboratory at the Summerholt Neurological Institute, Dr. Jack Garner was in no mood to deal with what awaited him when he got there.

He exhaled a wary greeting to his unwanted caller. "Miss Luthor. Come to kidnap anymore of my patients?" he inquired sarcastically.

It had only been a few months ago that Clark Kent had kidnapped a telepathic research subject, Ryan, from Summerholt. Dr. Garner had threatened to bring criminal charges against young Mr. Kent and retrieve his research subject before Mr. Kent's rich girlfriend Leo rode to the rescue with her lawyers and saved his ass.

"Good evening, doctor. I require your assistance," Leo stated without preamble.

Months of research and priceless data was lost because of her interference, and now, this rich bitch had the gall to ask him for help?

Dr. Garner quirked his lips in disbelief. "I wasn't aware you held my work in such high esteem."

Leo frowned imperceptibly. "The quality of your work was never in question – merely your methods."

Dr. Garner rolled his eyes. "Leo, you're an intelligent woman. You know that the line has to be bent now and then to make progress."

Garner started to walk away from her, but stopped when Leo called out, "I believe there's a difference between bent and broken."

_Since when does this child get off lecturing **me** on ethics._ Angered by her impudence, Dr. Garner rounded about and glared intensely at her. "You've never been so close to making a discovery that you'd be willing to do almost **anything** to see it through? My work could change how that the world views intelligence."

Holding her ground, Leo stared back impassively. "I don't think your research is worth the cost of innocent lives."

"And I don't think I have time for a morality lesson from the likes of you," Garner hissed.

Pulling a small disc from her purse, Leo tilted her head to look at him playfully. "Oh, I've been doing a good deal of homework on what you do here. It would make for some fascinating reading for the state medical board to investigate…wouldn't you say, doctor?"

Swallowing the lump in his throat, he stared back at her with a combination of contempt and fear.** "**What do you want, Leo?"

Her eyes widened slightly. "Why your help of course."

She walked toward him until they were standing face to face. "Two months ago, I had an unfortunate…incident that basically erased four weeks of my life," she explained with barely disguised hostility.

That was the day she'd blown up Clark's ship with the kryptonite key. She had lost her hair, most of her body weight, and a month's worth of memory.

To this day, Clark still refused to tell her what happened. In fact, Clark still refused to talk about anything that had happened during his most recent disappearance later that same summer, when someone kidnapped him off the farm and Clark just mysteriously reappeared two months later.

_What is he hiding from me? What are these strange images floating in my head? Why doesn't he trust me?_

The moonlight flickered eerily across Leo's face as she stared deeply into Dr. Garner's eyes. "I want those memories back."


	33. Chapter 28

All previous disclaimers apply.

**Author's Note:**

Thanks to all of you who have reviewed -- your expressed interest is always incredibly flattering!!

Also special thanks to my beta, SS4EVA: i wasn't sure if this chap was ready for general consumption, but you convinced me otherwise. Don't worry about the specific corrections: i know how busy you are. besides, i can always make revisions later.

hopefully, this chap provides a little further insight into early chap 6 and leo's relationship in chaps 8-10, making for a fuller story and better illustration of the characters. as always, any and all reviews welcome, good or flame. Enjoy!

Spoilers: Memoria

**Chapter 28**

_A blindingly bright day, a long, long time ago. _

_She was outside under a bright, hot Montana sun. The sky was a gigantic, inverted bowl of pure blue, cloudless, the color of jeans worn to the point of perfect softness, the color of the sea off Cancun, where her parents had taken her on vacation the summer before. _

_The horizon was perfectly flat; the only things that stuck up above the horizon line were the mountains in the far-off distance and the ranch buildings of her family's rural compound. She knew that beyond the ranch house there was a barn and a silo and a corral, but from this angle they were hidden, invisible. She also knew that beyond the miles and miles of fields there were roads, and towns, and big cities – like her home, Metropolis – pulsing with life. _

_There were oceans out there, and other continents, other countries, other people. _

_And still farther, beyond those things but no more invisible, from here, there were other stars and those stars had planets, and because, as it had been explained to her, there were billions upon billions of stars, that meant there were billions upon billions upon billions of planets, and somewhere in all those planets there might well be one with life on it, and if there was then there would likely be a little girl or boy like her, looking out and thinking about other little girls and boys, far, far away._

_She gazed up into that blue, blue sky, trying to pierce the veil of color, to see through the blue. _

_**There's nothing blocking my way**, she thought, **nothing like the ranch house between me and the planets, just sky, and sky's transparent, isn't it?** _

_She stared into the sky and started to turn in slow, lazy circles, hands out for balance. As she turned, she felt her summer dress lift, like a ballerina's, with each circuit she made, and as she turned faster it lifted faster and it made her laugh. So she kept turning, staring straight up over her head and spinning, arms flashing at her sides, eyes trying to tear away all the space above her, until finally she became so dizzy that she fell down and struck the back of her head on a jagged stone sticking up through the rich Montana earth. _

_It hurt, and she thought maybe she was bleeding, but she couldn't check it because the world was spinning in an irregular pattern, practically looping around on itself and doing its best to throw her off, and until the world slowed down she had to hang on with both hands._

_By the time she made it back to the ranch house, her scalp was matted with her own blood and her summer dress was ripped in several places and she'd even been a little bit sick, out in the fields. But her head would heal and her dress could be replaced and her hair would wash, and she had made a very important discovery about herself and her world._

"_When I grow up," she announced imperiously at the dinner table that evening, "I want to be a scientist. I want to be the kind of scientist who can figure out stuff, like stuff about the world. Why does it turn so fast and why can't you see through the blue part and how are we down here connected to other people on other worlds?"_

_And thus was how Leo Luthor discovered the world of physics – the study of the world, why it is the way it is, what holds it together, a burning drive to know and understand and discover that would drive her for the rest of her life…_

"LEO!"

In a flash, Clark materialized behind Leo, snatching her off from the ledge of her terrace at the Mansion before she plunged over the side.

Clark's face clouded over with concern. "Leo, what are you doing?"

Dazed, Leo blinked several times, touching his arm lightly. "Where am I?"

A hollow formed in the pit of his stomach. "Leo, this is the third time this week you've spaced out like that. Maybe you should see a doctor."

Shaking her head slightly, she quickly pulled herself together. "I appreciate the concern Clark, but I'm fine, just a little tired."

Clark frowned, working his jaw. She was not fine. While her hair was growing back and more meat returned to her bones, he worried for her constantly – Jor-El's warning still rang in his ears: **The life force that has been returned to you will soon be taken from someone you love.**

"Leo, you almost wandered over the ledge. You could've killed yourself."

Leo glanced over at Clark in annoyance. "You know, when I found you asleep in the middle of Route 8 last spring, I don't remember questioning your mental health."

As she tried to brush past him, he worriedly remarked, "My body wasn't recovering from an extended hospital stay either."

Her skin flushing, Leo turned to face Clark stonily. "According to my doctors, I'm fully recovered. But apparently, a clean bill of health isn't good enough for Clark Kent. Do you have any knowledge about my month-long blackout spell you would like to share with me?"

A tsunami of guilt washed over Clark. He was completely responsible for what she had suffered. It was his fault she blew up the ship, his fault that Jor-El's drone had possessed her body, his fault that Jor-El might eventually suck out her life force for bringing him back to life.

Even the torture he endured under Cross-face wasn't sufficient penance for how much danger he had put her in.

He could never tell her what he had done. He would make up for it the only way he knew how – by protecting her at all cost, even if that meant protecting her from herself. After all, he knew Leo pretty well. If she ever figured out how Jor-El had used her, who knew what kind of reckless stunt she might pull?

Unable to meet her angry gaze, Clark averted his eyes to his shoes. "Like I said before, Leo, I'm not really sure what happened."

_Liar! _Normally, his empty denials would have thrown her into a new rage…

But the unmistakable, heart-breaking expression on his face made her stop herself short. Instead of chastising him as he deserved, she grabbed his hand and squeezed it kindly. "I can take of myself, Clark."

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"These daydreams are becoming more frequent," Leo said coldly.

Dr. Garner merely continued to study the animated image of Leo's brain on the screen in his laboratory office. "They're not daydreams, Leo," he explained patiently. "They're spontaneous memories."

Leo narrowed her eyes. "Look, Dr. Garner. Whatever you call them, they're starting to impact my waking life."

Chewing on his lip, Dr. Garner swiveled the computer screen containing the image of her brain. "Something has atrophied this part of your brain," he said, pointing at a particularly colorful section of the image, ignoring her comment. "These memories you're experiencing are the equivalent of muscle spasms. They indicate that the treatment is working."

Stepping closer to him, Leo stared coldly into his eyes. "Doctor, I didn't come to you to relive repressed childhood memories."

Dr. Garner swallowed hard, but forced himself to return her stare. He wasn't about to let this spoiled little girl intimidate him, no matter how much money she had or who her father was.

He grinned smugly. "If you're concerned, we can stop at any time. The choice is yours."

He already knew what Leo would choose.

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In the laboratory sub-basement at Summerholt Institute, several lab technicians in white lab coats fluttered around a large rectangular tank full of green water, making last minute preparations.

Dressed only in a pair of shorts and a sports bra, Leo lay in a stretcher suspended over the tank by wires.

The stretcher slowly lowered into the water until most of Leo's body was submerged except for her face, with two electrodes connected to her forehead and two more wires connected to her chest. Never very comfortable with this procedure, Leo squirmed uneasily.

Sitting at the head of the tank at the control panel, Dr. Garner glanced down at his subject with thinly veiled annoyance. "Just relax, Leo. Close your eyes, and open the door to your mind. Just let your mind drift..."

_Crouched outside the parlor, Leo spied on her parents from just outside the hallway…_

_Lionel cradled a small, gurgling bundle swaddled in blankets. "Oh, look in his eyes. How he looks at you." His eyes lit up. "Oh, look at that! Lillian, he's like a prince." _

_On the other side of the room, Lillian Luthor had her back turned to Lionel as she stared into the fireplace, refusing to acknowledge his presence. _

_Lionel tried to give the baby, their newborn son Julian, to her. _

_She shrugged him off, saying sternly, her voice cracking, "I don't want to hold him." _

_Lionel scowled disapprovingly. "Lillian, it's unnatural for a mother not to want to bond with her child. Please..." He tried to give Julian to Lillian again, only to see her walk away toward the window. Working his jaw, he glared angrily at his wife. "I will not let you inflict psychological scars on my children." _

"_That's why they have you, Lionel," she replied coldly. _

_Lionel clenched his jaw. "You don't mean that, Lillian." _

_Turning around to face him, she shot back a glare of her own. "I told you I didn't want any more children. You'll end up pitting these kids against each other eventually, make them fight for your affection." _

"_Lillian, you're being…" _

"_I won't let you turn them into monsters," Lillian snapped. "I want a divorce, Lionel." _

_Still spying from the hallway, Leo bit her lip, trying to suppress tears. **NO! They can't divorce! Not because of me! I can be good, I can behave…**_

"_These constant threats of yours are getting tiresome," Lionel sighed. "I allowed Leo to come home for your sake. Now, you are going to start to try." he said sternly, practically forcing Julian into Lillian's arms. "Try!" he commanded angrily._

_Finally relenting, Lillian sullenly accepted the baby from him. _

_A small triumphant smile crossed Lionel's lips. "That's it." _

_Julian started to cry. Lillian made no effort to comfort him. _

"_The four of us are going to be a family," Lionel stated authoritatively. "All right? I'm going to give the nanny the night off. I think **you** need some time alone with your son." _

_Lillian didn't respond, merely wandering toward the hallway, toward Leo's hiding place, as Julian kept crying… _

_0_

_Originally drawn by the crying, young Leo wandered into her brother Julian's nursery, investigating the high-pitched squeal she heard earlier that had abruptly stopped. When she entered, she notice her mother hunched over her brother's crib, her shoulders shaking slightly. Leo crept up behind her cautiously. "Mom?"_

_Lillian turned around. Her face glistened with tears, still clutching a pillow in her hands which she had just been holding in the crib. She dropped the pillow onto the ground._

_Leo froze wide-eyed, staring at her mother, icy horror squeezing her throat. "What'd you do?" she choked. _

_With a dazed smile, Lillian walked closer to Leo. Lillian's face was still and kind, but she didn't blink or look directly at her daughter, fixing her gaze at some point over Leo's shoulder instead. "Ssh. Don't wake the baby. He's sleeping." _

_Looking past her mother and toward the crib, Leo ran to it and looked inside. "No. No…" Leo whispered, turning in stunned shock to her mother. "What about Dad?" _

"_Ssh. Dad has nothing to worry about, honey," Lillian consoled her quietly, absently kissing her daughter's hair. "Julian's happy now." Nodding, Lillian staggered out of the room. _

_Leo looks back down at the crib and the motionless baby inside..._

_He looked like one of those life-like infant dolls at the toy store. Caressing her baby brother's smooth face, she was surprised by how warm he still felt. **Maybe he's not dead**, she thought, hope rising. **Maybe I can bring him back.**_

_Recalling a medical show she saw once on the Discovery Channel, Leo tried performing mini-CPR on Julian's tiny body, her fingers nimbly performing tiny chest compressions to get him breathing again. Massaging his chest, she brought her head down to breathe life into his little mouth, almost gagging on the scent of sour milk, before desperately repeating the whole performance again and again and again… _

"_It's getting late, sweetheart," her father rumbled warmly behind her. "What are you two up to, huh?" _

_Leo shut her eyes fearfully, panic crushing her lungs, she couldn't breathe…. _

"_Leo?" _

_Biting her lip, Leo woodenly turned to face him. "He wouldn't stop crying," she said defensively, becoming light-headed. Julian had stopped breathing, she tried to help him but he wouldn't breathe, what else could she do? **That was what happened, wasn't it?** "I-I tried to rock him, and then... I...You have to believe me!" _

_The color drained from her father's face. "What have you done, Leo?" he inquired breathlessly. _

_As he hurried toward the crib, Leo backed out of the way as he looked at Julian. _

"_What –" Lionel leaned over the crib in a frozen stupor, tears pooling in his eyes as he stared, transfixed by his son's still body "What have you done?" he whispered hoarsely. "Wha –" his breathing becomes uneven as he turned to Leo with blazing eyes. "What have you done? …."_

_Leo just froze, staring in awe at the unimaginable fury contorting her father's face.._

"_WHAT. HAVE. YOU. DOOOONE?!" _

_His fist slammed into her face, her eye sockets exploding, the ground hurtled towards her…. _

_0_

_The dark nursery suddenly became blindingly light. _

_She wasn't indoors anymore, but outside. _

_Leo picked herself back up and threw dirt in Kenny Braverman's eyes. Temporarily blinding him, she cocked her fist and pummeled him. He might have got in one lucky shot, but she wasn't about to let him win._

_Her friend Kenny had caught an idaja – a delicate insect with long, graceful legs and wings that changed color in the sunlight._

_He decided it would be fun to pluck the idaja's wings off. _

_Leo didn't like the idea at all. She told Kenny to hand the idaja over._

_When he refused, Leo beat him bloody, nearly blinding him in one eye. By that time, the idaja had fallen from Kenny's hand onto a patch of bare, dry ground._

_With the utmost care, she picked the creature up, gently cradling it in her small hands, examining it in the brassy sunlight. Its wings fluttered, changing from green to blue and then to yellow._

_**Remarkable,** she observed in awe._

_Catching one of the idaja's wings between her thumb and forefinger, she then pulled just hard enough to tear it loose – exactly as her friend had intended to do._

_**Life's privileges go to the strong**, her father constantly told her. That was why she resolved never, never to allow herself to become weak…._

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As she left Summerholt and approached her car, she was startled from her thoughts when Clark grabbed her arm and whirled her around to face him.

His face contorted in raw terror, he nearly shrieked, "What were you doing in there, Leo?"

This time, his concern didn't melt Leo's resolve. _I can't believe you followed me. Who the hell do you think you are?_ "I thought I told you to stay out of this," she said coldly, shrugging off his grip.

Clark looked at her with imploring eyes. "Leo, you know the kind of stuff they do in there, what they did to Ryan. Leo, this place is dangerous."

_I wouldn't have to do this if you would just tell me what the hell happened to me!_ Still upset from the horrific memories she had just unearthed, she turned back toward her car. "I really don't have to explain myself to you, Clark."

In a blink, Clark blocked her path. "Yes, you do, Leo. Because I can't understand why my best friend keeps lying to me."

Leo glared up at him irritably. "What if you lost four weeks of your life?"

Clark paused, suddenly understanding. The familiar wave of guilt slammed into him. "So that's what this is about."

"Clark, if I could retrieve those memories, I would finally know what happened to me. I deserve to know." She narrowly suppressed a shudder, recalling her most recent revelations in the tank. _I deserve to remember it all…_

"But Dr. Garner knows no boundaries, Leo!" Even as Clark objected, Jor-El's warning blared in his mind. **The life force that has been returned to you will soon be taken from someone you love.** "If you get caught up in his experimental research, it could kill you!"

"I don't care," Leo spat. "I'm going to remember everything."

As Leo climbed into her car and drove off, Clark remained anchored to the ground, more frightened than he had ever been.

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The next evening, Lionel regarded the enigma sitting across his desk at Luthorcorp Tower with equal parts astonishment, resentment, and curiosity. "When I got your call, I was a little confused. I couldn't imagine why you would want to see me."

Clark squashed the urge to squirm in his seat. Although cool on the surface, Lionel kept staring at him the way a starving man would stare at a well done T-bone steak, and Clark had no idea why. Whatever the reason was, it was giving Clark the creeps.

Working his jaw, he reminded himself why he was here. "Leo is using a highly experimental procedure at Summerholt Institute, trying to retrieve some…long lost repressed memories." Standing up and stepping toward Lionel, Clark frowned seriously. "Mr. Luthor, you're the only one powerful enough to shut Summerholt down."

Caught by surprise by this, Lionel forced out a mechanical chuckle. Standing up, he walked around his desk toward Clark. "I'm flattered by your rather _naive_ view of my business prowess, but why do you think I would resort to behaving like a thug?"

Clark stared Lionel down, standing toe to toe with him. "Because I don't think you want Leo to hurt herself."

Lionel glared at him malevolently, angered that this overgrown child would presume to instruct him about his own daughter. "No one cares more about Leo's health than I do, Clark, but it's not really **my** prerogative to stop her from regaining those lost memories, _is it?_"

While Clark managed to keep his expression still, Lionel noticed the blood draining from his face. _So the farm boy is trying to keep something from her. I **knew** he was up to no good._

Now if he could just transfer that doubt into his daughter's mind…

Clark paused. _This is going nowhere._ "Look, if you don't do something about this, I'm going to have to do something drastic. I just thought **her father** might want to take some active interest in her well being," Clark snapped angrily, nostrils flaring. _How could any parent just dismiss their child's safety like this? _

To Clark's surprise, Lionel's lips curled into a thin, grudging smile. "You know, Clark, I always thought that your parents' corn-fed hokum made you weak." Pausing a moment to eye Clark appraisingly, he added, "Clearly, I have underestimated you."

"I'm trying to save my friend."

The cold amusement quickly drained from Lionel's face. "No you're not," Lionel spat bitterly. "You came here trying to strong-arm me under the guise of concern for my daughter, but it's **you** who doesn't want her to regain her memory, isn't it?"

Clark blinked, swallowing involuntarily. "That's not true."

Clark's slip was small and momentary, but Lionel seized on it immediately. _So Leo **is **harboring some kind of knowledge about him… _

_Something he desperately doesn't want her to know…_

_Advantage: Luthor._

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"What brings you to Smallville, Dad?" Leo greeted in mock cheer, leaning over the railing of the upper level of her study. She twirled an empty drink in her finely manicured fingers. No crappy day would be complete without an annoying, unannounced visit by her father. "Find more evidence of little green men in the Kawatche caves?" she asked, strolling down the stairs toward him.

Lionel chuckled. "Actually, another one of your extracurricular activities has been brought to my attention. Your excursions to the Summerholt Institute, to be precise."

Leo's expression hardened as she confronted her father. "Where did you hear that?"

"Your good friend Clark," Lionel supplied cheerfully.

_Clark, you idiot!!_ "Summerholt is a highly respected institution," she remarked, automatically making a detour to the bar. She suddenly needed another drink.

"Respected?" Lionel scoffed, "Sweetheart, this Garner character operates on the outer fringes of accepted science."

"Well then, you should feel right at home," she retorted, taking a sip of her brandy.

Lionel frowned. "Leo, your body is still very fragile. Why would you risk your health, even your sanity, for the sake of a few lost memories?"

Leo grinned humorlessly. "What's wrong, Dad?" she sneered. "Are you afraid of what I'm going to remember? Because so far, it's been very illuminating."

Lionel walked over to her, gripping her shoulders firmly, forcing her to look up at him, craggy lines on his face suddenly making him look ten years older. "Leo, it's foolish for you to go on with this treatment. For all we know, it could trigger a psychotic break."

She shrugged off his grip, rolling her eyes. "Look, that's ridi—"

Leo paused, her eyes closing as she went limp. The room faded to dark around her, dropping her glass, brandy smashing onto the floor….

_Her beer cup clattered to the floor as she stumbled clumsily in unfamiliar high heels, the contents of her cup spilling all over the floor._

_**Stupid heels**, she grumbled to herself. She could feel the blisters blossoming beneath her toes as they cut off the circulation to her feet, but what choice did she have? They were her cutest pair, and they made her legs and ass look fuller. She was glad Chip hadn't asked her to dance; she could barely stand up right in those torture devices._

_Her date encircled her in his arms, his muscular fingers massaging small circles possessively over her ass. "You okay, hon?" _

_Leo beamed up at him, squeezing his bulging bicep slightly as she arched a confident eyebrow to cover up her clumsiness. "Always. Rum and coke bores me."_

_She dared not betray any sign of insecurity – this was her big chance. Chip Shrek – star quarterback, hottest guy in school – had actually asked her out on a date! After tonight, no one would ever be able to label her as a loser freak again…_

_As the only 12-year-old taking AP Calculus and Physics at Excelsiur Prep, the freak label had stuck quickly. _

_None of the other juniors and seniors in her class had ever talked to her before. Why would they – she was just a little kid, and there was absolutely nothing she could do about that. **I'm just so plain-looking!** _

_She blamed her father for that. Her nose was absolutely ruined by a fine spray of freckles, and her father wouldn't even let her wear any make-up – he said it made her look "whorish". He wouldn't even let her get her ears pierced; never mind that five-year-olds had no problem lining up to get **their** ears pierced!_

_So when her dad started paying less and less attention to her after the funeral, Leo took advantage by raiding her mother's old make-up stash when he wasn't around – which was pretty often. _

_Luckily for her, although everyone in her class knew she was younger, none of them knew exactly **how much** younger. Emboldened by her new look, she proudly passed herself off as 15, and none of the other students seemed the wiser._

_Her investment paid off quickly. Before she knew it, boys starting noticing her more, asking for her notes, inviting her to parties…_

_And while she had had her eye on hunky track stud Oliver Queen, she was nonetheless thrilled when Chip Shrek asked her out to her first real high school party – the "Lascivious Ball," the notoriously unofficial teenage slumber party being hosted at Jude Royce's place while his parents were out of town. _

_Maybe Chip's abs weren't as cut as Ollie's, but the football team was way more popular than the track team, and a star quarterback outranked a track star by a pretty wide margin, so Leo figured she was trading up._

_And if she happened to catch Ollie's eye while hanging on Chip's arm – **well, that would just be a nice dividend.**_

_Unfortunately, she hadn't counted on Cat Grant latching onto Ollie's tonsils all night._

_Preserving her dignity, she attached herself to Chip, and he was talking about all these bands, and she kept telling him that she had seen all these bands even though she hadn't, and kept agreeing with him, with his likes, with his dislikes._

_He wasn't Prince Charming but he was still cute enough, and she was sure she was mispronouncing all these guitarists' names, remembering the wrong concert tours, but she wanted him and she could see that he was already looking over at Azure Sky, and she was looking back at him and she was getting incredibly smashed and kept nodding and he went over to the keg to get them some more beer and Azure, wearing a black bra and black panties complete with garter belt, started talking to him and Leo started to get desperate._

_Leo wanted to go over and drop some names, maybe ask him something about class, but she didn't want to sound like a dork…_

"_Ugh, whatever!" Azure sneered loudly, rolling her eyes as she strutted away. _

_Leo did her best to disguise her relief. "What was her problem?"_

_Standing beside Chip in a pair of boxers, Jude Royce shrugged. "We just asked her if she wanted to join us for a gang-bang."_

"_Maybe it's just that time of the month for her," Leo said non-chalantly, inwardly rejoicing when the boys nodded their agreement._

_While this was only her first high school party, this was hardly her first party. Among the pre-teen set, "Gang-bang" was slang for a bunch of guys huddled around an Xbox playing 'Grand Theft Auto' or something. While Leo was surprised to see the term used by the older kids, she supposed it sounded more exciting than inviting someone to play video games._

_Pleased with her worldliness, Leo replied, "Personally, I'd totally be up for gang-bang about now."_

_Chip choked on his drink as Jude eyed her figure speculatively. "Are you sure you haven't had too many of these?" Jude chuckled, waiving at his drink. "You look a little young for this."_

_Leo glared hotly. "Screw you. I've done it before, all the time. I'm pretty good. I'd love to go up with you guys."_

_Chip and Jude exchanged a look, coming to an unspoken agreement._

_Jude smiled at Leo broadly and hugged her with his free hand. "You're all right, Luthor. I'll go round up a posse and be right back," he winked._

_After he left, Chip seized Leo's arm with a vice-like grip and wrenched her toward him. "What the fuck are you doing?!" he hissed. "You came here with me!"_

"_You don't own me," Leo taunted, flattered at his jealousy. "I happen to like Jude."_

_Before Chip could counter, Jude sauntered back, holding aloft a large plastic cup. "Alas, the Lady's fine ambrosia. Drink up: it's my Jamaican rum mix specialty. I'll be insulted if you don't."_

_Shooting a defiant smirk at Chip, Leo chugged most of the contents in one long pull – more to piss off Chip than to get drunk. _

_On the way up the stairs, she bummed a cigarette that she was never going to smoke from someone, trying to fight off the floating sensation starting to cloud her senses…_

_She stumbled, damn high heels, and the floor began shifting…_

_She blinked._

_And now she was in some room she'd hadn't seen before, and there were some guys there, Chip and Jude and two or three others, and Jude said, "Take your clothes off. I don't like rape."_

_The fog in her head deepened, the world beyond her eyes seeming to quiver and tremble. Her head ached; she battled a rising surge of nausea as her stomach fell and her eyes fluttered. "What're you talking 'bout?"_

"_I'm first," Chip said. _

_She said no. _

_He hit her. _

_Then Jude pulled her to a bed by her hair and hit her too and she started to cry, and she finally thought whatever happened she was for it, they were too big and there were too many of them, and before she let them beat her black and blue which was what they were going to do anyway, she might as well do it without anymore of that..._

_Jude produced a silver flask that he'd filled with grain alcohol punch before it ran out downstairs…_

_They Might Be Giants or some other ska band was playing downstairs and she was blind drunk she couldn't stop it or do anything else. She passed out…_

_When she came to, he was already fucking her but he didn't know she was a virgin and it hurt - not that bad, only a little bit of sharp pain, but not as bad as she had been taught to expect, but not pleasant either… _

_That's when she heard another voice in the room, moaning, the weight on the bed shifting and she realized that this person on top of her wasn't Chip or Jude but someone else. It was dark and she could feel two pairs of knees on either side of her and she didn't want to know what was going on above her. All she knew, all that seemed certain, was that she felt nauseous and her head kept banging against the wall…_

_The door she thought was locked swung open and shadows came in saying that they had to put the keg somewhere and the keg was rolled in and knocked against the bed and the door closed and she was still wearing her bra…_

_**This wouldn't have happened with Oliver Queen**. He would have taken her gently in his big strong track star arms and undressed her quietly, expertly, taken the bra off with grace and ease, kissed her deeply, tenderly, and it probably wouldn't have hurt, but she wasn't with Oliver Queen…_

_The two bodies above her continued moving and then she was on top and even though she was too drunk to stay on top, there was another person holding her up, propping her up, while another fondled her breasts through the bra and kept fucking her and she could hear a couple next door arguing loudly and she passed out again…_

_She woke up when one of the guys hit his head against the wall, slipping off the bed taking her with him and both of them hitting their heads against the keg. She heard one of the guys throwing up in a wastebasket. She passed out again…_

_When she awoke, thirty seconds or thirty minutes later, still being fucked, still moaning in pain – **these idiots probably think I'm turned on… **_

_When she awoke again,_ _all she knew was pain. A breaking-and-entering when even the senses were torn apart. _

_It was a matter of the needle giving because the camel couldn't:_

_Her body gave, because the body could, and the mind of her violators couldn't…._

_She thought she died – she awoke in a white-washed world. It had to be heaven…_

_Her father stood over her, gripping her hand, gently smiling down on her with watery eyes. "My brave, brave girl," he purred. "You just rest now, sweetheart. Just rest."_

_All the pain and trauma disappeared, her father's radiant smile washing her clean. **Daddy…**_

_She seized him in a sudden, fierce hug; Lionel blinked in astonishment before returning the embrace with one awkward arm. _

"_I love you Daddy," she whispered into his ear._

"_I love you too, honey." He basked beneath his daughter's delighted grin. "Shhh, shhh," her father cooed, petting her gently. "Just rest now, like it never happened…"_

_Leo's fragile smile started to falter – her father's comfort suddenly sounded mechanical, even forced. Then she recognized what he was saying…_

"_Just forget it ever happened," he said, his smile fading as he stared seriously into her eyes now. "It never happened," he repeated, nodding for emphasis._

"_B-but…" Leo sputtered, her voice a question._

"_Shhh, no no," he interrupted hushly, still petting her gently. "It never happened. Nothing happened. Okay?"_

_At her stunned silence, he kissed her forehead softly. "Shhhh, that's my brave girl. Tell you what: I'll take you to Build-a-Bear next week. Won't that be fun?" He kissed her softly again. "You just rest now."_

_As he got up to leave, she reached out for him, begging him not to go…only nothing came out of her mouth, a lump blocking her throat._

_Her father shut the door behind him, never looking back. _

"_No, Daddy…come back!" she finally squeaked to an empty room. "Come back…"_

_The whole world melted into a monsoon of tears. Hurting and alone, Lillian's flowery little girl died – and Lionel Luthor's daughter was born._

_After an eternity, she finally cried herself out, emptying her tears until there was nothing left to squeeze out._

_Nothing but resentment._

_And rage._

_And bitterness._

_And absolute disgust – with herself._

_**Life's privileges go to the strong**, wasn't that what her father always preached? She had been tested, and she had failed. _

_That would never happen again. **Luthors don't fail.**_

_Broken but undaunted, 12-year-old Leo Luthor began plotting her revenge…._

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To be continued.


	34. Chapter 29

All previous disclaimers apply.

Thanks to my beta, ss4eva.

Also anticipatory thanks to jason jackson -- i'm currently dabbling with an outline for future 'metropolis' version of this fic. If / when i get around to writing it, i'll owe him big for some of his fantastic ideas for that future version of the series.

Anyhow, on with our current story. Thanks again to all of you who review, and hope you all continue. On with our story...

Spoilers: Memoria

**Chapter 29**

Dr. Garner removed his glasses and massaged the bridge of his nose. After crunching data for hours, he needed a break. Between Leo Luthor's memory retrieval and the memory wipe procedures commissioned by Wolfram & Hart's Nigel St. John for Subject #114, he was being run pretty ragged.

Unfortunately, he had little choice in performing either procedure. Between Leo's blackmail and Wolfram & Hart's steady revenue, he really couldn't afford to turn down either job. And, in truth, the work provided by both actually was quite interesting, even if he wished he had more staff to handle the additional workload.

What he really needed was some more coffee. Pushing himself away from his desk, he strolled out of the cramped office behind the main lab when a familiar voice surprised him from behind.

"Where's Leo?"

Garner whirled around, the incongruous sight of flannel-and-denim clad Clark Kent towering over him. "How the hell did you get in here?" Garner demanded angrily. "I'm calling security."

Garner stalked to the security phone behind the green water tank.

His voice taut with tension, Clark doggedly followed his heels. "If she continues these experiments, she could be permanently crippled. You're a doctor; doesn't that mean anything to you?"

In his determination to confront Garner, however, he didn't realize the nauseous sensation that punched his gut until it was too late.

"Leo is well aware of the risks," Garner acknowledged slowly, as he noticed Clark visibly grimacing. "What's the matter, Mr. Kent? You're not looking well."

Too late for Clark to back away from the green tank, he nearly doubled over. "Y-You…have to stop…w-what you're doing…

Dr. Garner nodded to the large security guard who came up behind Clark. Snapping out a collapsible baton, the guard cracked Clark over the head, knocking him out.

Eyeing Clark's prone position of the floor, he nodded to the guard. "Prep him for the tank."

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As Garner impassively watched his lab assistants strip Clark's body and place him in the stretcher above the memory-retrieval tank, he produced a cell phone from his pocket and hit the speed dial.

"The mouse took the bait."

"_All right. Now I've delivered my end of the deal. I expect you to live up to yours." _

"Leo will never undergo another treatment at Summerholt," Garner confirmed gruffly.

"_Now we can put your talents to use on a far more interesting project,"_ Lionel replied. "_I want us to begin studying Clark Kent. Immediately_."

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Restrained to the stretcher dangling over the glowing green memory-retrieval tank, Clark was still unconscious as Lionel Luthor and Dr. Garner watched him from below.

"We're ready," Garner replied to his companion.

"I will feed you the questions, you will retrieve the answers. I want to know the truth about Clark Kent," Lionel ordered. He looked up at Clark wistfully. "Where does he come from?"

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Leo Luthor stormed into the lobby of Summerholt Institute as a red-headed tornado of fury. "I'm here to see Dr. Garner," she barked at the receptionist.

"B-but Miss Luthor, Dr. Garner left word with your assistant. Your session's been cancelled."

"I got the message," she snapped. "I want to speak with him personally."

"I'm afraid he's off-site at a seminar, ma'am."

At that point, Leo reached a whole new level of rage, like an orange flame turned bluish white. She was so angry she looked calm. "I see. Thank you."

Leo walked away from the receptionist's desk and dialed a number on her cell phone…

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In the memory lab below, Lionel's cell phone buzzed in his pants. Cursing to himself, he reached for his vibrating cell phone. He left strict instructions to his staff not to be disturbed! When he looked at the caller ID, he silently cursed again before answering it. "Sweetheart, I'm in a meeting."

"_At Summerholt?_" Leo demanded angrily. "_Is that why Dr. Garner cancelled my session?_"

Lionel sighed with exasperation. "I don't have time for this now, Leo."

"_Then you better make time. My treatment worked, and I remember everything."_

Lionel blinked. Exactly what did she remember, and how much? "Where are you?"

"_You know where I am, Dad." _

_Click. _

Lionel turned Garner. "I have to solve a problem. Wait until I get back."

After Lionel left the lab area, Garner blithely turned to his lab assistant. "Lower him into the tank. I'm not waiting for anyone."

As the lab technicians lowered the stretcher into the water, Clark began violently trembling. Once his body was immersed in the green tank itself, his body starts to tremble more rapidly, straining the containment harness and pushing the system dangerously close to red-line.

"Clark, I need you to relax," Garner called from the control panel, monitoring his vital signs. "Take me back to your earliest memory. Where did you come from?"

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Walking out to the front desk of Summerholt, Lionel found Leo waiting for him. "Leo? Leo, what's so urgent that you needed to call me out of a meeting? What's the problem, dear?"

She glared at him with open hostility. "I don't know, Dad. The fact that you co-opted Dr. Garner tells me that you really are scared of the memories I could recover. What'd you give him?"

Suddenly, a loud crash shook the ground as emergency alarms blared loudly.

"What the hell was that?" Lionel shouted over the wailing alarms.

"The alarm in the memory well's been triggered!" the receptionist called out in panic.

Leo tilted her head toward her father, looking strangely calm amid all the chaos breaking out around them. "Looks like I'm not the only one playing with fire."

Then a sinking sensation sunk into her gut. _Oh no. _

Leo brushed past her father toward the memory lab, her pace quickening with each step. She never looked back.

"Leo. Leo?" Lionel called out behind her. "Leo!"

When she entered the lab, she was briefly taken aback at the sheer devastation. It looked like a bomb had gone off. Most of the equipment was in ruins. She spotted an unconscious lab technician on the floor and felt his neck for a pulse – nothing.

Leo kept walking through the disaster area, dodging residual electrical sparks and ruined equipment as she approached the water tank where she then spotted Clark: the stretcher carrying his body had tipped partway into the water. He looked unconscious and was still completely submerged.

Acting quickly, Leo found a pipe on the ground and swung at the side of the tank, shattering the glass. Green water spilled out as Leo threw away the pipe away and dragged Clark out.

His skin looked deathly pale, his lips even looked blue! "Clark," she whispered desperately…

A thousand pound weight lifted off her shoulders when Clark started coughing, his eyelids fluttering as he turned his head toward her. "Help me," he croaked.

Tears stinging her eyes, she clutched him fiercely. "I'm going to get your out of here."

They held each other's eyes as the equipment flashed and sparked around them, and they knew everything was going to be all right…

_help. help me._

Her arms still encircling Clark, she tightened her grip instinctively. _If one of these animals is still alive, he's going to wish he wasn't…._

The small voice started groaning in the background.

"Go," Clark croaked, looking up at Leo desperately. "Go. I'll be fine."

_Liar. _But before she could tell him to shut up, his pleading puppy dog expression melted her resolve again.

_Damnit._

After she wrapped Clark up using her jacket as a makeshift blanket, she left him to navigate her away around the destroyed equipment to locate the mysterious voice.

She finally discovered a second water tank, also ruined, with a small figure semi-submerged and semi-conscious moaning softly.

Leo's eyes widened slightly as she recognized the person in the tank was…

_Mayson Drake?_

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The familiar roar of a high performance sports car growled to a halt outside the barn that night. As the familiar clicking of heels advanced toward him, Clark retreated to the refuge of his loft, none too eager to receive his visitor.

She had to know this, but she came up anyway. The clicking of her heels and the aroma of sweet vanilla wordlessly announced her presence.

Silence reigned in the barn for several minutes. Finally she said, "I wanted to see how you were feeling. You looked pretty messed up."

Messed up was an understatement. He didn't stop trembling for nearly half an hour after she found him. It was all Leo could do to prevent the paramedics from hauling him to Metropolis General for treatment, which would have introduced another set of headaches.

"Yeah, I'll survive," Clark replied churlishly. "What about that other person?"

"Recovering nicely. She's receiving the best possible care and is expected to make a full recovery," Leo replied quietly. "What were you doing at Summerholt, Clark?"

He hung his head slightly, keeping his back to her – he couldn't face her. How could he, when he was the one who put her in danger in the first place? For the millionth time, Clark silently cursed Jor-El – and himself, for dragging her into his screwed up life. "I was trying to save my friend from making a big mistake."

"That was your opinion," she said accusingly. "I told you to let it go, but you kept pursuing it. You even involved my father."

Whirling around, Clark said with pleading eyes, "Believe me Leo, he's the last person I'd ask for help, but I didn't have any other options."

"He betrayed you, Clark!" she snapped angrily. Those disarming puppy dog eyes didn't excuse monumental stupidity. "He stopped my sessions with Garner by offering **you** up as a lab rat. I've tried to keep my father away from you, but he's obsessed. If you hadn't butted in, he never would have been involved in the first place. Everything would have worked out fine."

"Or maybe you could have been permanently brain damaged," Clark countered. "You're always telling me how you don't want to turn into your father, and I truly believe that. But the more you two go at each other, the more like him you become. And the more people get hurt."

Appalled by Clark's accusation, Leo stepped up to him closely, her vanilla scent permanently branding itself into his memory. "I will never become my father," she asserted firmly.

It was a convincing display – she nearly convinced herself.

But to her dismay, she looked intensely into Clark's face and saw – nothing.

His eyes were searching, but the rest of his face was expressionless. Ever since he returned from his mysterious disappearance last summer, he had been different – colder, harder, more determined. The old Clark would never have been able to shield his feelings from her so effectively. _When did he become like this? Did he learn this from me?_

At that thought, Leo abruptly turned around and fled down the stairs in shame. If she had done anything to ruin her beautiful boy, she would never forgive herself…

"Leo," he called out behind, his voice full of concern. "Why does your dad hate you so much?"

Leo paused a moment on the stairs and closed her eyes in silent gratitude: her sensitive, beautiful boy was still there after all. _Thank God. _

"Take care of yourself, Clark," she called back softly.

As she continued down the stairs, she suddenly stopped again at the landing as the barn went dark around her…

_**Every one of them is going to get it in the ass, right where it hits hardest**, she thought viciously._

_Finding the proper instrument for her plans required a little doing. But with a little effort, Leo discovered that the real reason Celery McIntyre had missed school for a week wasn't because of rehab, but to get treated for an STD._

_Once she learned of this, Leo quickly tracked down her boyfriend Aaron and cornered him, doing him behind the bleachers after school. _

_She remained fairly detached during the whole procedure. _

_He groped her wildly, his lips moist and hot on her skin, his tongue probing madly. She felt revulsion at his every touch, yet she didn't dare push him away until he was done._

_As she felt him spurting inside of her, she swallowed a gagging sensation, trying to ignore the searing iron poker knifing between her legs. She cried out, a small tear escaping her eye as she noticed Aaron smirking down on her, relishing her agony…**At least he's finished.**_

_When a burning sensation scalded her privates when she went to the bathroom several days later, she knew was finally ready to exact her vengeance… _

_Later that very night, after downing shot after shot of liquid courage, she drunkenly sashayed to Jude Royce and Chip Shrek and their brood of followers and boldly offered to take them all on again._

_Surprised at first, a gleam animated Jude's eye. "I knew you couldn't get enough of a good thing."_

_Retiring to beneath the bleachers, Leo laid back on the thin gym mat someone had industriously found and swilled a beer as the boys in line fought over who got to be first. Soon, the entire football team came over; then, every male resident of Niakbor Hall swelled the ranks…_

_Someone complained that the gym mat smelled funny, so Leo was later picked up and deposited onto the grass of varsity practice field instead. Beer was passed down the line; somebody shoved a can against Leo's mouth. It split her lip, leaving a small, permanent scar._

_Everyone laughed._

_Guys who had their turn joined the end of the line for seconds._

_Leo passed out._

_They slapped her a few times to revive her. _

_She mumbled and turned her head a little, but they couldn't fully rouse her._

_They kept fucking her anyway as she lay semi-conscious on the grass._

_Before long, they tired of the dead piece of meat, and the daisy chain broke up as they drifted back to the party or wherever._

_Some of the younger kids who were watching and waiting to take a turn took out their disappointment on Leo…_

_They tore her clothes to small scraps._

_They wrote cruel slurs on her body with permanent marker._

_They spit on her, pissed on her…_

_They jerked off on her, jammed a beer bottle up her rectum._

_Eventually growing bored, they left her lying among the empty bottles and beer cans out on the varsity practice field as a pack of sophomores stumbled into a car, still laughing, leaning toward the window as they drove by and got a good look at Leo lying naked, covered in blood and urine and semen and a small blot forming on the grass between her legs as blood seeped from her crotch… _

_Even before Leo finished physically recuperating, the fallout was felt far and wide. _

_A raging epidemic of Chlamydia swept over Excelsior Prep, starting with the male population but quickly spreading to the female student body as boys spread the infection to their girl friends and fuck buddies. Although no official statistics were ever compiled, school officials later estimated as many as 60 percent of the student body eventually became infected._

_An absurd quantity of money was spent by the Parent's Association to cover up the scandal, which would have publicly embarrassed many of the wealthy families and benefactors who enrolled their children at Excelsior…._

_A number of the school's senior administrators were quietly "invited" to resign…._

_And Leo Luthor's reputation became cemented in stone._

_Her father would never see her in the same light, but at least **no one** would ever mistake her as being a victim ever again._

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Returning from his last meeting of the day, Lionel entered his office to find Leo perched on the corner of his desk. Crossing her bare legs as she leaned back casually, she grinned impishly at her father as she tossed her hair. It had grown back to nearly chin-length, and she looked stunning.

Lionel promptly swallowed the lump in his throat – she was the mirror image of her mother.

Holding up a newspaper article with a picture of Dr. Garner and the headline: "Summerholt Founder Comatose After Medical Accident," Leo grinned at her father with amusement. "I see, once again, you managed to walk away from a major debacle unscathed."

Recovering quickly, Lionel forced a mechanical chuckle. "I was only there **at** Summerholt, Leo, because I was concerned about you."

Leo's smile cooled. _Sure you were_… "And **Clark,**" she replied, plopping the newspaper on his desk with a loud _smack_.

Her father merely shook his head. "I was as shocked as you were to find out that Dr. Garner was holding him there against his will."

Maintaining her plastic smile at that whopping lie, she non-chalantly replied, "You know, with that whole melee, I didn't get a chance to tell you about some of the repressed memories I recovered."

Sliding off of her father's desk, she strolled toward her father's position near the door.

Discomfited by Leo's revelation, Lionel kept his distance, walking away from her and towards his desk. He wasn't backing down – **I've never backed down to anyone**, he consoled himself – he was merely walking to his desk to examine the newspaper.

He was glancing at it absently when Leo turned around to face him again. "One of them was about Julian."

Working his jaw, Lionel dropped the article back on his desk. He forced impassiveness. He could not afford to wear his heart on his sleeve. **That's a sacrifice every responsible parent has to make.** "Yes, well…we….put that tragedy behind us years ago, didn't we?" he said quietly.

"I didn't kill him."

Lionel looked into Leo's eyes, startled. He took a deep breath, trying to keep his composure. "Leo, I understand that you need to excuse your behavior, but I…I…."

And it finally broke out again: Fear.

Fear for Leo, fear for his reputation that her conduct constantly threatened, but mostly…

Fear _of_ Leo, who had strayed beyond his control. She had long since become a mystery to him, a stranger, and he was afraid of her. He had tried everything to help her: he talked to her nicely, he lectured to her angrily, he asked her to be good. He had consulted her teachers, social workers, therapists, priests, doctors, the finest psychiatrists in the world – but none of them could help…

He felt so utterly defeated and helpless – a feeling he absolutely loathed from the very bottom of his soul.

That anger burst forth, corroding his voice like acid. "**I saw you, Leo**," he snarled hoarsely, voice trembling, nostrils flaring. "**I saw you** standing over Julian's crib."

It was a special defeat, engendering a feeling of impotence within him like no other – it was so obvious and impossible to hide.

Every time he **looked **at Leo, he was confronted by it – his failure, his shame, his fear…

Even worse, he sensed that Leo could see it too. He saw how much she despised it, how she despised the fear she saw in him, how it made her look down on him with contempt…

Determined not to let her down like that again, he struggled mightily to reign in his emotions. **My little girl still needs me.** Turning away from his daughter, he murmured, "None of that matters anymore. It's the past. It's history…"

Leo approached him from behind, whispering softly. "Mom did it."

Snapped from his stupor, Lionel whirled around to face her, shocked into silence as he stared at, barely comprehending her words…

"I walked in, and I found her," Leo whispered, her eyes boring into his. "That's what I repressed."

"Don't you dare," Lionel growled dangerously. "I won't let you desecrate your mother's memory like that…"

"I don't blame her!" Leo snapped accusingly. "I blame you!!"

"What are you talking about!" Lionel blurted out angrily. Ignoring the icy ball of shame exploding in his gut, Lionel clung to his rage – his last refuge against the despair. "Your mother loved Julian! She would never…she wasn't **capable** of murdering her own child! She loved him!"

"Loved him so much she couldn't bear the thought of subjecting him to your particular brand of parenting."

Her words stabbed deep. Stalking away from her toward the door of the office, he grabbed his coat…

But something wouldn't let him leave. Glancing back at Leo, he dropped his coat onto the chair, unwilling to let Leo have the last word. "All right, Leo," he snarled, seething. "Why would you take the blame for your brother's death? WHY?"

Turning around to face him, Leo replied with utter calm, "Because I was your sole remaining heiress, Dad. I knew you wouldn't let anything happen to me. But Mom..." Her face hardened. "She would have been the lamb to the slaughter."

Lionel choked, his throat constricting - his mouth hung open, words refused to come out. His lower lip trembling, he finally sputtered, "Oh… I….ah…."

Leo forced herself to hold his gaze, fixed her eyes to his, brutally forced herself to be strong, to stay impassive, to show no weakness – just as her father had always taught her.

Lionel clutched at his daughter's blouse urgently, grasping for redemption like a starving man in the desert for water. "I... If I'd known, if... If I'd seen..."

"What Dad?" Leo snapped icily, her voice failing, her eyes melting into a watery glare. "You **might not** have pimped me out to drum up business quite so quickly?" she demanded harshly.

After her recent revelations, Leo did some digging into Luthorcorp's past financial statements. Sure enough, Luthorcorp suddenly saw a _massive _surge in revenue from the federal government in the year after her rape, spending that _just happened_ to be approved by the Senate Appropriations Committee chaired by Senator Jack Royce…

Leo didn't even want to think about how her father just let her seduce Chip in order to swindle the Shrek's company a couple years back…

Lionel clawed at her desperately – desperate to take back wasted years, countless arguments. "Things would've been s-- so different between us…"

Leo blinked back tears, salty drops escaping anyway. "Yeah Dad," she said angrily, mourning for herself, mourning for the little girl she could never be again. "You might've actually loved me."

Lionel grabbed her, trying to hug her, trying to pull his child back to him…

"No," Leo said, planting a hand to his chest to block him. Brooding, letting her victory burn, Leo refused to show her father any sign of sympathy.

Undaunted, he tried again, anguish tearing his face as he pawed her urgently…

"No…No!!" Leo shouted angrily, shoving him away.

That traumatized girl at Metropolis General was the one who needed to be held all those years ago. But he didn't have any time for her then, just like she had no time for him now.

That little girl had died a long time ago, cold and alone, and she would never forgive him for that.

Shoving past her father with all her might, she stalked out of his office quickly before she broke down completely. She would never let him see her like that – he had forfeited the privilege a long time ago.

Alone in his office, Lionel sunk heavily into his chair, burying his face into his hands - sobbing tears of the Damned.

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_Bon Voyage, Metropolis. Such a shame I hardly knew ye._

Reclining fitfully in his chartered Gulfstream jet, the man formerly-known-as-Nigel St. John peered out the window, taking one last look at the city. He harbored little nostalgia for it; Kansas bored him, too flat. He was looking forward to a change in scenery anyway.

Puttering on his laptop, he double-checked several loose-ends as he put "Nigel St. John" to rest. After nearly 20 years, he'd already gotten more mileage out of that identity than most others.

Unfortunately, Leo Luthor's discovery of the Slayer's memory wipe at Summerholt made staying in Metropolis impossible. Eventually, "Mayson" would want to track him down for a little "chat."

Confronting a pissed off Slayer held absolutely no interest for him.

Hence, the need to change his identity and flee the country.

As drastic as that sounded, the entire procedure was as perfunctory for the immortal as a school teacher wrapping up a class for the semester. After eons of experience, he had it down to a science. While he was leaving a bit earlier than he originally planned, he felt reasonably assured with his accomplishments here.

The road to the Apocalypse was rolling along smoothly.

The relationship between Naman and Segeeth was effectively sabotaged.

The Key was still safely stashed in boarding school.

With these tasks complete, Nigel St. John – Managing Partner at Wolfram & Hart – faded into history.

In his place, Vandal Savage – the new Deputy Defense Minister to the Republic of Kasnia – flew toward his destiny.

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Staring into space, she was staring so intently into the wall that she didn't notice Leo Luthor hovering outside the doorway of her hospital room at St. Mary the Lionhearted's Memorial Hospital. Leo herself silently studying the frail-looking blonde woman with an unreadable expression.

"I wasn't sure if you were receiving visitors," Leo announced, startling the young blonde from her daze. "I hope you don't mind my dropping by to check up on you."

The patient blinked, unsure how to greet her unexpected visitor. "Miss Luthor? Of course. Please, please come in."

At that invitation, Leo took a seat at her bedside, reflexively brushing the now coppery strands away from her face. Ever since her hair had started growing back, Leo found that she had to dye it regularly – even her eyebrows - since her hair now grew back completely white. Over the last several weeks, she began experimenting with different shades of red – acorn, auburn, berry – generally preferring the foliage side of the color wheel according to her mood.

It was dark in the forest today.

"Miss Luthor, I can't thank you enough for helping me back there, for everything you've done."

Leo shrugged modestly. "I'm just sorry I couldn't do more." Her brows tightened inwardly, gazing that the small blonde surrounded my by beeping medical instruments in the sterile atmosphere of the hospital room. She forcibly blinked away images of a comparably small, broken little red-headed girl who had occupied a similar looking room years ago….

Leo was quiet for a moment, then offered her host a little grin. "Actually, I didn't come here fishing for accolades. I'm sure you're wondering why else I'm here."

Warrior's instincts kicking in, the blonde woman's eyes began scrutinizing her visitor more suspiciously. "I was a little curious," she replied carefully.

Leo lifted her chin slightly. "I heard what happened to you – the memory wipe, I mean. In addition to the authorities, I have my people tracking down Mr. St. John for what he's done to you - Wolfram & Hart claim they had absolutely no knowledge of what he had done. Unfortunately, he seems to have dropped out of sight – for the moment, anyway," she explained. "In the meantime, I just wanted to check up on you, make sure you're recovering all right."

Pulling a card from her purse, Leo laid it on the nightstand beside her. "If you ever need anything, just call me. That's my office number, and I wrote my private cell number on the back." Leo patted the young blonde's hand reassuringly. "Call me if you need any help getting back on your feet."

The Slayer's lips skinned back from her teeth in a sardonic smile. "And how are you going to help me?" she inquired bitterly. She could barely recall vague flashes from her old life – her sister, her friends, the Hellmouth – she even remembered demonic goons butchering her loved ones, but she no longer trusted what memories she could dredge up. _How can I tell what's real and what was planted?_

_And so what if those memories are real?_ she thought acidly. From what she did remember, she had lived an unappreciated, lonely existence. Slinging fries at Burger World by day and slaying by night was fun when she was a kid, but she wasn't a kid anymore.

Sensing the Slayer's vulnerability, Leo pounced. "You're not the only one with past demons to slay," Leo said knowingly, her softening voice and features radiating sincerity. "I can't promise you anything, but I will devote every available resource to helping you piece your life back together again."

Mayson's eyes narrowed suspiciously. "Why would you help me?"

Leo's lips curled into a vacant smile. "You look like you could use it. And like I said, you're not the only one with personal demons to slay. I have a little experience with that myself. I can relate," Leo admitted candidly, the gravity of her tone conveying the honesty of her words.

Despite her lingering misgivings, the Slayer's face softened. _Something_ about this brainy redhead felt so intensely familiar, right down to the vicious dark side she knew Leo kept so carefully hidden. Because of that familiarity, the Slayer couldn't help trusting her implicitly. "I guess I could use some help for a little while – just until I get back on my feet, you understand."

Leo rewarded her concession with a gracious smile. While it wasn't as blinding as Clark's megawatt grins, it was just as dazzling. "You won't regret it, Mayson."

"Don't call me that!" the young blonde snapped vehemently.

Leo blinked, quickly smoothing over a frown with effort. _Don't want to scare the fish away_, Leo reminded herself, slightly annoyed at the rustic expression. _Maybe I am spending too much time with Clark_. "I'm sorry to offend you. Would you prefer…Buffy?"

The Slayer looked away guiltily, suddenly embarrassed by her outburst. "I don't know if that name fits anymore." Buffy Summers was the name of a powerful champion, the Slayer, an unrelenting warrior for Good…

As she recalled all the repulsive things she had done in the name of Wolfram & Hart under Nigel St. John, she felt ill. "I don't think I deserve that name anymore," she said, her eyes downcast. She wasn't Buffy Summers anymore; Mayson Drake was always a lie. So where did that leave her? "I don't know who I am anymore."

Maybe it was opportunism, maybe it was genuine sympathy, but Leo felt compelled to help this woman any way she could – perhaps giving her a new name would be a start.

But what name?

Searching her memory for something, she suddenly recalled an old, dusty memory from the back of her mind…

Leo smiled.

She offered the lost, wayward Slayer a name.

It was a good name - a nanny from Leo's early childhood. Whenever she was feeling blue, the kindly old woman could always make her smile, always made her feel warm and safe with her woolen shawls, a plate of warm cookies, or that comforting granny smell that gave her comfort. Though that nanny had retired before Leo's fifth birthday, she would always remember her as the kindly grandmother she never had.

The Slayer repeated it, rolling it around her mouth, trying it out. She looked at Leo intently. "She was someone important to you."

Leo nodded. "She was a good person. If you decide to adopt her name, you would have a lot to live up to."

Something sparked in the Slayer's eyes. "I've never been one to turn down a challenge."

_Hooked_. "We'll see about that," Leo replied. Straightening herself up, she formally stuck her hand toward the Slayer. "Hello. My name is Leo Luthor. What's your name?"

The Slayer clasped the billionaire's hand firmly, greeting her with her new name, a new person reborn:

"Mercy Graves."


	35. Chapter 30

All previous disclaimers apply.

**Author's Note:**

A BIG thank you to my lovely beta, SS4EVA: you do all the dirty work of making my scribble readable.

Also a shout out to my little buddy Omar, for introducing me to the world of comic books -- i'm sorry, graphic novels ;-) This chapter and the next are actually based on the Smallville comics, although I've made some alterations to suit my own storytelling needs.

To all those who have reviewed: a huge thanks. Your feedback - whether good, bad, or indifferent - is a huge compliment and keeps me writing. Enjoy!

**Chapter 30**

Leo slouched at the back of the elevator, smoothing out the creases in her two day old skirt at the back of the elevator, staring through dark sunglasses at the repressed and tense suits standing around her. Men, women – all aware that the boss' daughter, the "spoiled bitch" to a few of them, happened to be watching them.

As soon as she entered the lobby elevator, Leo was painfully aware of how all idle discussion around her abruptly stopped: no chatter about dinner plans or what happened on 'The Apprentice' last night or how benefit costs were increasing.

Just silence while they waited – prayed – for the elevator to reach their floor so they could scurry to the relative safety of their cubicles and offices.

Most of them fled when the car stopped on the 40th floor although Leo suspected that many of them probably didn't belong there.

Not that Leo particularly minded. She was quite content to ride the empty elevator up to the 89th floor, close her eyes, and let the wall support her as she braced herself for the upcoming meeting with her father.

When the elevator finally stopped on the 89th floor, Leo stepped out and marched toward the half-moon marble countertop that enclosed Rosealinde Greaver's desk. Her father's secretary looked up and forced a smile, her eyes showing the same hesitation that had been in her voice when she had called Leo earlier.

For all the scrutiny and accolades corporate executives received, it was really the secretaries that ran most of corporate America. Before anything major ever happened, the secretaries were always the first to know.

Leo read Rosealinde's obvious discomfort as a bad sign.

"Your father's been waiting for you," Rosealinde said without greeting, grimacing. "You should go right in."

Sometimes, Leo wondered why Rosealinde had taken this job. She was obviously terrified of her employer. Leo didn't know how she made it through the day. She suspected there were sedatives involved.

Walking up to the doors, Leo stared at the sound-proof frosted glass for a moment, wondering why she always felt the slightest amount of fear when these confrontations took place.

_Does every child fear their father?_ No – the Kents dispelled that theory. _Maybe it's something ingrained only into the very rich – to keep us in check, in our proper places, while our highly exalted fathers reign supreme from their thrones above us?_

She tried to resurrect that empowering anger she had felt when she'd last stormed out of his office; after their last blowout. She failed. None of that delicious, energizing rage arose – only that sickly, childish fear.

She had not actually spoken to her father since last week. She had no idea what to expect or why he'd summoned her.

Sighing inwardly, she pushed open the doors and entered her father's sanctum.

She had counted over and over again through the years.

It took exactly seventy-five steps to reach her father's desk. Seventy-five steps through which each and every supplicant had to suffer silently and alone.

And her father always just sat there, on one of his phones, watching her with a hooded expression as she approached, before invariably turning away once she did get there, and ignoring her; forcing her to stand and wait for the invitation to sit while he finished his call.

One knew how high you rated by how many minutes he remained on the call.

For Leo, it usually hovered between two and three minutes.

"Leo, you made it."

As always when in her father's presence, Leo kept her expression as neutral as possible. "You sound surprised."

Looking up from his computer screen, Lionel smiled at his daughter ruefully. "Only because of your special talent for disappointing me." He noted the subtle twinge ghosting over Leo's face. "Do you find something amusing?"

"That's the first time you've called me reliable. So, to what do I owe the summons?"

Lionel frowned, tilting his head toward his daughter thoughtfully. "You're familiar with sector B of your fertilizer plant?"

"Of course," Leo replied carefully. "It's one of my most productive units."

"It's redundant. I want it closed. Immediately."

Only years of emotional repression prevented Leo from lashing out. Instead, she tightened her jaw, her skin flushing slightly. "That would mean slashing hundreds of jobs," Leo growled.

Lionel looked at her expectantly. "Your point?"

"My point?" Leo hissed. "Some might consider that a bad thing."

Lionel smiled, a gleam in his eye. "Dear God, no! An unhappy town of cow-tippers?" he scoffed in mock horror. "Jobs are being lost everywhere. Smallville isn't immune to the vicissitudes of a changing economy."

Leo's face hardened, her icy blue eyes glaring. "In case you've forgotten, I don't work for you anymore."

Lionel shrugged, his thin smile never shifting. "Just offering some constructive criticism - as a concerned shareholder."

Leo expended a lot of energy keeping her face rigidly neutral. _You're doing a hell of a lot more than that!_ While Leo still owned a managing share of Leocorp, her father owned a big enough chunk of it to make her life difficult. "You know damn well I've made that plant profitable. Sometimes, I think you like hurting people, just to stay in shape."

While her father kept his thin smile, something unreadable ghosted over his expression. "We all need the exercise," He replied blandly.

Still stinging from their last conversation, Lionel was eager to resume the offensive in their ongoing war – the only bond father and daughter still shared. He still despised himself for his past failings and missed opportunities – and resented the hell out of Leo for reminding him of them. He felt more comfortable falling back on his authoritarian role than exploring his "feelings" any day.

"And one way or another, I'll have to learn, won't I?" Leo said bitterly.

"Don't pout, sweetheart. It's beneath you," Lionel chided. "Smallville is just your training ground. It's where you're going to prove that you deserve to be a leader…and a Luthor."

"This childishness of yours is precisely why I keep you there," Lionel continued, "Consider this little company of yours as a set of training wheels: to teach you to make difficult decisions."

Leo nearly bit her tongue so hard she could taste the iron in the blood. Her father still thought she remained in Smallville because he banished her there. A lot of people did.

_So why Smallville? Fair question._ And everyone imagined they knew the answer. But like so many things in life, it never came down to _just_ one thing…

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Balancing the wheel axles of the lead machinery over his head, Clark scanned the barn one more time. As he set the tractor back down, Clark scratched his head in genuine puzzlement. "Nope, not there either," he muttered to himself.

Leo smiled knowingly from behind him. "Looking for something?"

"Tractor keys," he grumbled. "Lost 'em again. I've scanned the barn twice with x-ray vision and I still can't find them."

Glancing over at the workbench, Leo sighed. "I suspect x-rays aren't necessary," she said dryly, dangling the said keys on her finger.

Clark blushed sheepishly. "Thanks." Grabbing the keys, he trotted up the stairs to the loft to put them away. "How'd you know where to look?"

A small smile tugged at her lips as she followed him up the steps. "Kents prefer the honesty of plain sight. You don't usually like to hide things."

Her smile slipped slightly. "Must be nice," she added softly.

Clark caught her tone immediately. He fixed a worried face at her. "Are you alright, Leo?"

She quickly schooled her features as she joined him in the loft. "Me? Always."

"Please," Clark snorted, rolling his eyes. "Not even I buy that."

Leo ambled up to the oversized window in his hayloft, looking out. With pastoral splendor blossoming outside, it really did look like paradise: a bucolic Kansas scene of endless fields beneath the setting sun; the mixture of indigo, rose, and gold, with little puffs of clouds glowing with pink highlights. A warm breeze wafted the scent of flowers into the barn. Almost enough to distract her from her worries.

Almost.

"Fair enough," she conceded. "I have a tough decision to make at the Plant. Something my father wants me to do." Momentarily letting her guard slip, her shoulders slumped slightly beneath what felt like the weight of the world. "He wants me to hurt people."

Clark frowned for a moment, fiddling with the telescope beside the window as he thought that over. He knew how much trouble her dad was giving her now that she was back to work again - no matter how hard she tried to hide it. "Just to prove your power over them?"

"Or his over me," she sighed.

Then Clark's face cracked open in his trademark megawatt grin. "I'm not worried," he said with absolute certainty. "You always find a way to do what you want, Leo."

She shot him a suspicious look. "I'm going to take that as a compliment."

"It is," he assured her, his puppy dog grin instantly lifting her mood. "Lucky for the world, you always try to do the right thing."

Not for the first time, Leo gaped at Clark in awe. "You really mean that…about me?" She whispered in astonishment.

Clark just shrugged, failing to see any wonder in that statement. "Sure. Don't you?"

Before she could answer, her cell phone chirped. She smiled apologetically to Clark before answering. "Yes…hey! How are you?" Leo's face suddenly charged with eagerness. "Really? Tell me."

Another pause. Clark looked on as Leo's eyes started to dance. "I'll leave for Metropolis now." _Click._

Clark frowned anxiously. "What was that about?"

Leo offered her idea of a nod, barely a movement at all. Her fair complexion made almost any expression something only the perceptive could notice. "I've got an old friend doing some research on the Kryptonian cave hieroglyphs for me. He says he's made a breakthrough in devising a mathematical key to systemic translation."

_He?_ The muscles in Clark's jaw rippled. "Are you sure that's a good idea?"

"You may be able to read it, but it would be better if we had a systemic translation of the symbols of our own," Leo explained patiently. "Don't worry; he has no idea where the glyphs came from." Leo suppressed a smirk, working so hard to keep her face barren that her cheeks became stiff and her eye muscles actually hurt. _That isn't really what he's worried about._

Her self-confidence got a boost from Clark's obvious jealousy. "I better get started if I want to get to Metropolis before dark."

"Yeah, okay," Clark conceded sullenly.

However, his expression brightened slightly when he added, "And don't forget your birthday party tomorrow."

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"Old friend" was something of an understatement. Through years of prep school, Kenny Braverman was Leo's only friend. Others claimed to be, of course, but for the children of the elite, it was second nature to confuse networking with friendship. Kenny was a scholarship kid and could always be trusted. Leo had even taken his virginity, giving the awkward young man some pity sex before prep school graduation.

He was always so sweet and harmless.

Unfortunately, he went a little "mad scientist" after school, losing himself in his mathematical research – and falling on hard times ever since. Leo had hoped that decrypting the Kryptonian glyphs would give him the confidence to get back on his feet again.

Pulling up to his seedy residence motel, Leo admitted to herself that even she had underestimated how far he had fallen. She eyed the rundown neighborhood suspiciously, eying the homeless man curled under a thin blanket against the wall of a boarded up storefront. Setting the alarm on her Porsche, she proceeded to Kenny's building.

Inside the front door, a desk clerk sat behind a window of bulletproof plastic, watching a tiny television. Sounds of battle from some miniature war wafted through the plastic, where angled slots served as a speaker. The clerk seemed to be either intimately involved in his program or asleep.

He didn't look up as Leo entered.

People probably came at all hours of the day and night anyway – it didn't look like a high security type of place to Leo. More like a place where people lived on their way down to the streets. People who couldn't make the rent on a monthly apartment, but could scrape up the money for a week at a time, and continued to do so as weeks rolled into months and months into years.

Past the desk clerk there was a staircase and an elevator cage. The elevator looked as if it had been built in the twenties and last serviced around the same time.

Leo chose the stairs.

They creaked as she trudged up the stairs to Kenny's apartment. She doubted the desk clerk could hear over the fusillade erupting from his little TV. The stairwell smelled as if it hadn't been cleaned in fifty years. She turned her nose up at the faint whiff of urine and sweat in the hallways.

When she reached Kenny's dingy doorstep, she knocked softly, causing the cheap cordwood door to swing slightly open. Leo frowned. Nudging the door open, Leo cautiously entered, surveying the cramped and cluttered studio apartment. "Kenny?"

Noting the figure seated in the couch with his back to the door, Leo peered over his shoulder. "Ke…OH GOD!" Leo shrieked.

She recognized him instantly. A little heavier with thicker stubble perhaps, but definitely him. Her old friend, Kenny Braverman – with a jewel-encrusted dagger sticking out of his chest, his shirt soaked in blood.

Quickly pulling herself together, Leo placed two fingers beneath his neck. _No pulse._

She whipped out her cell phone.

"_911 Emergency Response. What is your emergency?"_

"I-it's my friend," Leo began. "He's been…"

That was when she first noticed it – a printed email lying on Kenny's coffee table, addressed from Leo to Kenny:

**You've stolen from me for the last time.**

**Your research belongs to me. How dare you try to capitalize on it for your own gain. You will return the documents you've stolen or I will take them…**

Leo picked it up, fingers trembling slightly. _I didn't write this!_

"_Ma'am? Your emergency?"_ the tinny voice in her cell phone beckoned.

Leo picked up a whole sheaf of printed letters addressed from her to Kenny. She skimmed a few words from each as she thumbed through them: **You're a thief and a liar…Your treachery has cost me millions…I'll kill you before I pay another dime…**

_I didn't write any of these!_

"_Ma'am, do you have an emergency to report or not?"_

Her mouth went dry. "No, I'm sorry…I made a mistake." Hanging up, Leo hastily collected all of the false letters and ducked out of the building.

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Seated across from Leo in her study, Clark stared back at her in slack-jawed disbelief. "You **stole** evidence from a crime scene?"

"I needed a head start!" Leo protested.

"But you're innocent," Clark insisted. "Why not just turn yourself in and clear your name?"

A bitter smile ghosted around the corners of Leo's mouth. "If there's one thing my father's taught me, it's that the justice system is easily manipulated." She gestured towards the forged hate letters and the empty jeweled sheath that once housed the knife in Kenny's chest. "Especially for someone with the means to create such clever forgeries and the audacity to steal the murder weapon from my own home." She slumped helplessly in her seat across from Clark, watching the flames dance in her fireplace.

Clark couldn't see her eyes beneath her hooded eyelids, but there was something terrible in the lines around her mouth. It was as if the skin of her face was stretched too tight.

Leo closed her eyes and took a deep breath, letting it out slowly.

Clearly, this entire ordeal had worn her out. _But then_, Clark reflected, _any effort is exhausting when a person is carrying a big burden to begin with – and Leo has definitely been carrying a burden, even before this._ But whatever was bothering her, she refused to share it with him.

Still, he couldn't let Leo ruin her life over this. He slid a consoling hand over hers. "Leo, I'm sorry about Kenny, but is it possible his death is affecting your judgment?" He planted himself on the love seat beside her, sliding a supportive arm around her. "I mean, running from the police, stealing evidence…"

"Maybe," Leo conceded, drawing comfort from his touch. "I don't have many people I'm close to, Clark. Kenny was one of the very few people I could trust."

She looked back up at Clark again, her expression hardening. "That's why I have to find his killer."

Suddenly, Leo's study exploded – shattered glass and wooden splinters showering the room. Black clad commandos crashed through the cathedral windows, two more through the skylight, and an entire squad burst through the doors of the study simultaneously. Red laser gun sights swarmed towards Leo and Clark.

Clark instinctively stepped in front of Leo, ready for all comers…

"**HANDS IN THE AIR! NOW!!!!"**

Clark eyed the masked gunmen for a split second before complying. He still had his secret to protect. _But if they do anything to hurt Leo, all bets are off…_

"Easy Clark," Leo said in a thin, colorless voice. "I believe they're here for me," she observed mildly.

After the men cuffed her, two of the commandos lead her roughly to the door. "Cleopatra Luthor, you're under arrest…"

"No kidding," she mumbled sarcastically. As they lead her away, she called out over her shoulder, "Do whatever they say, Clark. It'll be okay." _Bad enough I'm in this mess. No sense letting Clark do something stupid on my account._

Clark watched helplessly as the officers lead Leo away. He clenched his jaw in frustration, eyeing the two officers that lingered behind with him. _What good are my powers if I can't even protect the woman I love?_ Eyeing the two officers that lingered behind with him. "Where are they taking her?" he demanded.

The masked SWAT officer sneered at him. "Not your problem kid."

_Then I'm **making** it my problem._ In a burst of super-speed, he lightly tapped each officer on the head in the blink of an eye, knocking both of them unconscious.

After checking both officers to ensure they were okay, Clark jogged in the direction the police had taken Leo at human speed. Racing through the foyer, Clark spotted them leading Leo into a black paddy wagon labeled "FBI."

Clark's brow creased in confusion. _Not regular police?_

Those thoughts cleared when an armed guard wrenched a shackled Leo into the wagon.

Something didn't seem right about this. "LEO!" he called out, jogging towards the van, determined to protect her.

Another armed officer stepped in front of him, leveling his weapon at Clark.

Peering over her shoulder, Leo frowned pointedly at him. "Go home, Clark! I can handle…"

An officer clubbed her over the head with the butt of his weapon. "Shut up!" he barked, carelessly tossing Leo into the wagon.

Clark's face contorted in horror. "NO!!"

A staccato burst of gunfire erupted as a hail of bullets slammed into Clark's body.

"Clark!" Leo croaked, her eyes widened. However, she relaxed when she saw Clark slump to the ground. _At least he had the good sense to play dead_, she thought with relief. _I should remember to compliment his acting later; he really has gotten better at it._

But that still didn't explain why these officers had shot him so readily – police only used deadly force as a _last_ resort. _Not to mention the complications that'll arise when they scoop up Clark's body and find out he's not dead…_

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Her hands still cuffed behind her, Leo glowered at the bare walls of her cramped interrogation room as though they were conspiring against her. Finally, a pair of men in worn, baggy suits entered the room. One of them – a squat, swarthy guy with a uni-brow and built like a brick - remained standing behind her silently next to the door. The other was a husky man with a receding hairline who reeked of cigarettes and stale coffee.

"Cleopatra Luthor," he announced scornfully, flipping through a packet of papers. "Welcome. My name is Nick Sargent."

"Your men shot my friend," Leo said coldly.

Sargent slapped the folder he was holding on the table. "You've got bigger problems to worry about, miss."

"I know my rights," Leo sneered. "I don't say a word until I speak with my attorney."

Without warning, Sargent slapped her with the back of his hand, knocking her off her chair.

Head swimming, cheeks stinging, her gut clenched in fear…._No, Luthors don't feel fear._

Channeling her confusion and fear into rage, she glared up at him. "What happened to good cop / bad cop?" Leo taunted. "The FBI's gotten lazy. You'll be lucky to find work guarding a Taco Bell when I'm through with you."

"FBI?" Sargent sneered, his eyes glittering menacingly. "Hell, they're just errand boys. We're military intelligence."

"Isn't that an oxymoron?" Leo seethed, careful not to betray her curiosity. _What's going on?_

Sargent smirked maliciously. "Very funny, Cleo. But know this: we play by old-fashioned rules…"

Striking like a cobra, his hand grabbed her throat, choking her. He pulled her close; she felt the spray of spittle fleck on her face, the stink of menthol cigarettes and tuna sandwich on his breath. "…and if you don't tell me why you murdered one of our agents, you'll find out just how medieval we can be."

Gasping for air, Leo choked hoarsely, "I…don't …know what you're talking 'bout…"

When Sargent finally released her, she collapsed to the floor, coughing as she sucked in air.

Looking down on her, Sargent frowned at her seriously. "Kenneth Braverman was one of our operatives!" he snarled. "Why did you kill him?"

Leo shook her head, trying to clear her thoughts. "This is ridiculous…"

Swooping down on her again, he grabbed her by the blouse and slammed her against the wall, ripping her blouse and bouncing her head off the hard surface. "This afternoon, you emptied your Swiss bank account…."

"W-wait…What?!"

"…Then you murdered a government agent. He discovered your plan, DIDN'T HE??!!" Sargent screamed, shaking her, bouncing her head off the wall again, and nearly knocking her unconscious. "WHAT'S THE MONEY FOR? TERRORISM? ESPIONAGE? **TELL ME!!!**"

Battered as a rag doll, her hands wrestled uselessly against her restraints. She tried to flail her arms and legs with all of the desperate strength she could summon, but it did no good against her steel manacles and the man's iron grip. "Are you going to kill me?" she asked in a low voice.

Sargent's face twisted into an ugly smile. "No, Cleo. At least, not until you tell us what we want to know."

A peaceful expression washed over Leo's face, her body going limp. "Then there's nothing to stop me."

Sargent frowned, relaxing his grip slightly. "Stop you from what…"

Leo suddenly twisted her head until she snagged his right ear with her mouth and bit down – **HARD.**

"**AAAOOOUUUHGGAAA!!!!" **Reflexively, Sargent shoved Leo away.

She flew across the small room, crashing against the near wall – with a portion of his ear still trapped between her teeth.As she hit, a blinding stab of pain shot out from her left knee. Sliding down from her impact point against the wall, she tumbled into a tangled heap of limbs and steel restraints.

"You crazy bitch!!" Sargent bellowed.

Nearly gagging on the spongy ear fragment in her mouth, she spat it out on the floor with relish. "That was for Clark," she hissed defiantly.

"Hold her."

Another set of iron hands grabbed her from behind, forcibly standing her up…

Sargent stepped forward and punched her in the gut, burying his fist wrist-deep in Leo's stomach. Her breath escaped in a loud wheeze and she collapsed, unable to stand up.

A blinding fist crashed into her face, her eyes flashed – and everything went black.

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To be continued.


	36. Chapter 31

All previous disclaimers apply.

**Chapter 31 **

Leo awoke in a panic.

Disoriented in time, confused in space –

But those eyes.

Pools of blue-green, framed by brows creased in worry, unruly dark hair flopping over a concerned frown.

"Leo?"

He extended a hand. Tentative, almost timid. His fingers slid around hers – a shy, uncertain, hesitant possessiveness.

Green eyes held blue ones in silent gaze.

Then, so fiercely Clark almost lost his breath, Leo clasped him in an embrace. She buried her face in his chest. He could feel her heaving against him, and hear the quick sobs, and sense the tears starting to moisten his flannel shirt.

He wrapped his arms around her shoulders. He stroked her gently, felt the firm flesh beneath his hands, separated by the thin cloth of her torn blouse. He could feel most of her body, she was pressed so closely. Breasts, belly, shoulders, hips, thighs…

Leo luxuriated in both the feel and the sight of him. Smiling, now; beaming, now; smiling, smiling, Green eyes like Spring itself.

_Safe._

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"The guys who grabbed you were firing rubber bullets," Clark said, snapping off her handcuffs and helping her out of her cell. "I thought that was weird when they just left me lying there, so I followed one of their trucks..."

_And almost strangled the driver when I caught up to him._

Clark kept careful watch over her as he escorted her into an office space. On one of the empty desks laid a plastic baggie containing Leo's personal effects. His hands never left her side, cradling her like delicate china.

Leo wasn't sure whether to feel relieved or flattered by the attention. "Clark, I'm fine."

Summoning some willpower, she shrugged off Clark's soft grip. Then, noticing Clark's hurt expression, she smiled up at him. "I promise I won't break."

Clark's heart broke. Her hair and clothes completely disheveled, loose strands floating from her head from the slight draft from above. She still had a strong attractiveness to her features behind the grime…

But as she brushed the errant strand of hair from her cheek, her delicate smile brought out the purplish bruise forming over her left eye. _Someone hit her! _

His concern quickly transmuted to anger. "Who did this to you? Leo, what's going on?"

Retrieving her personal effects from the plastic baggie Leo sighed. "I honestly don't know…"

After she clasped on her watch, Leo frowned herself. "Come to think of it; where is everyone?"

Tamping down his passing anger at whoever did this, Clark took a deep breath before answering. "I don't know. I didn't see anyone else when I got here."

Leo cocked her head, trying to fight off the swirling dizziness. _I need aspirin._ "Clark, that makes no sense. Military authorities would never be that negligent."

Clark gave her an uncomfortable look as he recalled the confusing information he got from the driver before he passed out. "I'm not sure they were military."

Leo winced as she massaged a knot from her neck. "How else would they get the FBI to cooperate with them?" she croaked.

Clark averted his eyes as he shuffled toward the office door. "Umm, I don't think they did."

As her wits started gathering around her, she had the presence of mind to frown at him. "What the hell are you talking about?" This was no time for Clark to get all mysterious and speaking in riddles.

Clark kicked open the door and lead her through them…

Leo just looked on, speechless.

Instead of a military base or a police precinct, Leo found herself inside the middle of a massive, dusty, abandoned warehouse complex. Pigeons fluttered in the rusty catwalks overhead, dim incandescent lights illuminating the cavernous interior.

Leo widened even further when she saw a large, black paddy wagon with "FBI" painted on the side, parked on an empty loading dock. "Oh my god…"

"It's like a big movie set," Clark explained. "We're still in Metropolis though, in the Warehouse District."

Nausea seized her stomach, and it had nothing to do with the dizziness. "The FBI, the commandos…"

Then another thought intruded. _My Swiss account!_

Leo whipped out her cell phone and hit the speed dial.

"_Credit Geneva, your account number and password, s'il vous plait._"

"Account number 880-618-1753," Leo recited urgently. "Password cdog21."

"_Merci, Madame Luthor. How may I help you?_"

"What's my current account balance?" Leo demanded.

"_One moment please…Your current account balance is zero_."

Leo swore, snapping her cell phone shut in disgust. "At least they were right about one thing," she muttered.

Clark looked on in concern. "Leo, what's going on?"

She bit back a caustic response. Instead, she settled for grinding her teeth to smother her growing rage. _After all, none of this is Clark's fault…but I'll bet I know who is behind this_. "I don't know, Clark. But I intend to put a stop to it – once and for all."

Clark concern only grew when he saw Leo's expression go blank. That was never a good sign. "How?"

He nearly shuddered at the frigid glare on her face. "You've done enough Clark; I can handle things from here."

"But—"

"**Go home**."

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Rising from bed, Lionel's knees groaned.

He forced himself to stand, blinked at the dry crust in his eyes. He took a deep breath, a futile effort to clear the staleness from his lungs. He probed the pain again, too familiar now, draining his energy, sapping his appetite.

The medication he was taking to treat his failing liver had swelled his prostate to the size of a large grapefruit – he had to get up twice a night just to pee, and the damn drugs that were causing it didn't even seem to be working!

After relieving himself, Lionel rinsed his hand and face at the marble basin in his cavernous master bathroom. Blinking, he took a moment to review his craggy features in mirror, cursing his body for it's betrayal of him.

_It isn't fair!_

As a closet workout fanatic who monitored his diet carefully, he still had a body that was more fit and muscular than most men half his age. To know that some internal defect – _a defect he couldn't even see!_ – had sabotaged his health was intolerable.

_Then again, no one said life was fair._

The thought cheered him up. He had never encountered a problem yet that he couldn't get around or overcome – by one means or another. This setback would be no different. Feeling a little better about himself again, he resolved to get at least another couple hours sleep before sunrise.

But as he padded back to bed, he noticed a pale, angry apparition hovering across the room from him. She wore a hopelessly rumpled blouse, a black eye, and was leveling a .22 caliber pistol at his chest.

_Am I still dreaming?_ "Leo?"

"Did you think I wouldn't know it was you?" she demanded.

"What are you doing here?"

"Trying to think of a reason **not** to put a bullet through your heart!"

Lionel frowned in confusion. "A bullet? Leo, what's this about?"

Leo stepped toward him, her face blazing fury. "You've always wanted to control me! But when you found you couldn't, you finally snapped!"

Her knuckles whitened as she tightened her grip on the gun. "Framing me for murder was further than I thought even you would be willing to go." Leo narrowed her eyes accusingly. "Tell me dad, were the government agents who tortured me on Uncle Sam's payroll or yours?"

Lionel's eyebrow flew up in shock. "Leo, honey," Lionel shook his head ruefully, "Even for you, this delusion is beyond the pale! I—"

"I called the bank!" Leo snapped angrily. "My account is empty! Is that a delusion?! Is that my birthday gift?!" she shrieked hysterically.

Lionel's jaw dropped. "You gave your account password over an **unsecured phone line**?"

Chuckling, Lionel's lips quirked in a thin smile: a mixture of amusement and exasperation. "Honestly, sweetheart…with security procedures like **that**, it's no wonder you're being taken advantage of."

A chunk of ice sank in Leo gut. She was so sure this was her father's doing…

_No, it couldn't be…_

Leo turned away from her father. Setting down her gun, she picked up the land-line phone on her father's nightstand and began dialing.

Lionel looked on, cocking his head curiously. "Leo? Honey?"

"_Credit Geneva, your account number and password?_"

"Account number 880-618-1753, password cdog21. Has there been any account activity in the past 24 hours?" Leo demanded urgently.

"_No, Madame Luthor, our records show no transactions in that time period_."

"Are you sure? There haven't been **any** withdrawals?"

"_Nothing recently, no…I'm sorry, just a moment…_"

Leo's eyes widened. "What is it!!"

"_An_ _online transaction is being processed as we speak…a withdrawal_."

"What?! How much?"

"_The entire amount in the account, Madame._"

"HALT THAT WITHDRAWAL NOW!!"

"_I apologize, Madame, but the withdrawal request was authorized by the proper account number and password…the transaction is now complete. The current account balance is zero._"

Leo angrily flung the phone received into the wall, shattering both the phone and a hanging wall mirror. Teeth grinding, she was consumed with fury…

Footsteps came thundering down the hall, preceding a pair of armed security guards with guns drawn. "FREEZE!! Put your hands in the air, miss!"

Lionel offered his daughter a quizzical smirk. "I'd love to hear what all this is about, but I believe Security will insist on escorting you out of the building for now."

Place a supporting hand on her shoulder, he squeezed gently. "Happy Birthday, Dear."

As the security guards hustled her toward the elevator of her father's penthouse – her feet occasionally touched the ground every couple steps – Leo stewed silently, frantically trying to come to grips of what was happening around her.

_Could it be? Was this whole scenario just an elaborate identity theft scheme?_

Staring sullenly ahead in the elevator, Leo grimaced. _Not possible. There are simply too many elements, too much premeditation for this to be a simple robbery._

While her Swiss account was well-endowed, it didn't contain enough money to justify the expense such an elaborate plot required; it wasn't even her largest account.

_So who is the man behind the curtain, what does he really want?_

However this played out, she was grateful that she had kept Clark out of this – _well, mostly out of this_. After sending him home with earnest assurance she would seek immediate medical care, Leo ordered Mercy to keep an eye on him - for his own good.

_Mercy Graves._ There was another new element in her life. At first, Leo had been a little suspicious when she found out that Mercy was aware of Clark's abilities. However, the young woman's strict sense of duty and obligation to her new employer had gone a long way to calming Leo's concerns.

_And it isn't as if she doesn't have a secret or two to conceal herself. _

If Leo hadn't known about Clark's abilities already, she would have been flabbergasted by Mercy's superhuman strength, speed, agility, and healing capabilities – and Mercy wasn't even a Smallville meteor mutant.

Leo idly wondered what else that slimy British lawyer Nigel St. John had been hiding…

As her thoughts wandered, Leo noticed the elevator had passed the lobby level. "Why are we going to the parking garage?"

She answered her own question when the elevator doors opened to reveal a pair of men waiting for her, beside and unmarked van.

A sudden stab of anger smoldered beneath Leo's sardonic smile. "Another van? Don't ever let anyone say you lack panache."

"Shut up and get in," the guard beside her growled.

But just as that guard tried to grab her arm, Leo blocked him with her forearm and stepped into him, driving her stiffened fingers into the man's solar plexus; in the same instant, her leg levered out to catch the female guard in the belly before she dashed away like a shot.

Leo never bothered looking back: she could hear the men with the van cursing as they climbed into the vehicle, gunning the engine as they tried to run her down.

Turning the corner around a concrete column, Leo ducked into the stairwell and scurried up the steps as quickly as she could, her hair and tattered blouse plastered to her skin with salty sweat as her lungs burned, her legs aching…

_**Fuck! **_

At some point, she dropped her cell phone.

_So much for calling the cavalry._

Once she reached street level, she desperately scanned the deserted surroundings in search of help – those goons in the van would catch up to her at any second.

Then she spotted her salvation: a bright yellow cab idling at the cab stand across the street.

Sprinting toward it, she dove into the backseat of the unoccupied cab.

"Hey, miss. Where—"

"JUST DRIVE!!!"

As the driver set the meter and pulled out, Leo frantically peered through the rear window. As the cab made a right at the intersection, Leo heard screeching tires roaring out of the parking garage behind them: luckily, the cab had just pulled out of view as she heard this, though.

_If those guys turn right out of the garage instead of left, they'll spot us for sure._

But as she carefully listened to the roar of the van's engine reverberate through the empty predawn streets, she knew they had turned the wrong way and would not run across her cab.

Leo slumped with relief into her seat, her pulse still racing.

"Uhh, miss—"

Reclining her head and shutting her eyes, she willed herself to calm down, to reason it all out. "Drive. Just drive."

But as the moment of relief passed, a familiar flash of anger seized. _Those fuckers!!_ She hoped those guards she overpowered in the elevator were in a lot of pain.

Then another thought occurred to her. They already cleaned out her bank account – _so why would they possibly want me back?_

The cab driver's cell phone chirped, breaking her train of thought. "Hyello," he drawled. "Yeah, I'm listening…"

As Leo stared ahead, she knew she couldn't just hide out in this cab all night. _I need some time to think, somewhere safe…_

Leaning forward from the back seat, Leo glared impatiently at the driver as she waited for him to finishing chatting.

"You sure?" the driver inquired into his cell phone. "Okay, I'm on it."

As soon as he hung up, Leo immediately pounced. "I need to get to Smallville, right away. I'm willing to pay…"

Her voice trailed off as she noticed the driver's profile for the first time. Frowning, she asked, "I'm sorry, but do I know you?"

His eyes shifting back at her through the rear view mirror, the driver chuckled nervously. "Heh, I don't think so, ma'am."

Leo's eyes met his in the rear view mirror. _Liar!!_

With the speed of a cobra, Leo's hands fastened around the driver's windpipe from behind in a Ranger chokehold.

"AACCHHK!" The driver slammed the brakes abruptly, yanking the cab to the side of the street. While the sudden motion pitched both he and Leo forward, she never released her ferocious death grip around his throat. "Archh..are you crazy!!"

He frantically flailed at Leo's grip, but it was no use. Her willowy figure was much stronger than most people realized, and she seized the most optimal position for physical leverage against her helpless victim.

"I know you," Leo hissed with venom.

She recognized him the moment their eyes met in the mirror…that squat, swarthy face with the caterpillar uni-brow…

"You're the other agent that was in that interrogation room." Leo tightened her fingers into the man's trachea, deriving no small satisfaction from the gurgling sound he was making. "Why are you doing this to me?!?"

Before he could answer, Leo caught a figure emerging from the shadows out of the corner of her eye – he was coming from across the street, maybe fifty yards in front of their car...

_Nick Sargent._

Cocking a large assault rifle and leveling it in their direction.

All thoughts of torturing uni-brow man left her mind.

Releasing her grip, she dove for the floor. "DRIVE!!"

The sharp staccato of bullets and shattering glass flooded her senses as Leo squeezed her eyes shut, instinctively huddling into the smallest ball she could make. "GO, YOU STUPID MOTHER-FUCKER!!"

The addendum was unnecessary, as uni-brow man had already slammed the gas pedal, turning the steering wheel frantically as the cab fish-tailed away from the hail of gunfire, and tore off in the opposite direction.

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Leo wasn't sure how long they had driven or how much ground they covered, but uni-brow man didn't stop until the engine sputtered and died.

Pulling the bullet-ridden cab to the side of the street, the driver staggered out and fell to his knees, vile beige chunks spewing from his mouth, splattering the pavement. The acrid fumes from his digestive uses mingled from the cordite from the numerous bullet holes in the cab.

As Leo climbed out of the cab behind him, she simply blinked in pale-faced amazement. _I can't believe I'm still alive._

As she noticed uni-brow wretching on his knees beside her, Leo's expression hardened.

Her first quick kick clipped his face, stunning him.

Her second crushed his testicles.

Leo raised a gingery eyebrow. She didn't know a grown man could produce such a high-pitched shriek.

"Not so tough when I'm not handcuffed, are you?" Leo sneered, looking onto his whimpering figure with satisfaction.

Grabbing him by the hair, Leo sat him up against the car and planted the heel of her foot on his throbbing genitals.

"AAAAGGGHHH!!!" His face now bleach white, uni-brow's eyes bulged in stark terror. "I SWEAR TO GOD I HAD NO IDEA!!!" he squealed. Panting desperately, he sputtered, "I-I-I was j-jus' 'sposed to stop in front of the alley and get out…"

"I don't give a shit," Leo snapped. "Who the hell are you?"

"M-Miller…Frank Miller…"

"Who are you working for, Miller?"

His eyes widened. "No, no, that's who we were working for – he's a middle man, a guy that works for Sargent…"

"So Sargent's behind this?" Leo demanded. _This still doesn't make sense_. "Did he say anything about working for the government or the military?"

Uni-brow shook his head emphatically. "No, but I don't think it was his idea." He swallowed hard, trembling. "He was working for some other guy. Some rich dude."

Leo started grinding her heel into his crotch.

"HHHAAAGGHH!! THAT'S ALL SARGENT SAID!! I SWEAR TO CHRIST! A PRACTICAL JOKE BETWEEN TWO RICH FOLKS!! I SWEAR! OH **PLEASE,** OH JESUS, OH JESUS…."

Leo relieved the pressure on uni-brow's tortured male member as she chewed her lip pensively. "This other rich 'dude' – did he have a name?"

Uni-brow shook his head emphatically, now eager to please the Goddess of Pain hovering above him. "He never told us nothin I got no idea it's the truth…"

Given the rate of verbal diarrhea spewing from him now, Leo was inclined to believe him.

_Wait a minute…'He never told **us** nothin'?_

"Exactly who is **us**?" Leo demanded suspiciously.

His lower lip quivering and hands trembling, the man started reaching for his jacket pocket.

"Not so fast," Leo said sternly, reaching into it for him.

She pulled out a folded up flyer. Unfolding it, her entire face went numb. It was an ad for a rendition of Shakespeare's King Lear by the "Metropolitan Acting Troupe," which included pictures of the starring cast members: uni-brow, the two security guards from her dad's building, and at least one of the "policewoman" that arrested her at the Mansion.

_It was all a charade?_

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Leaving uni-brow behind to wallow in a puddle of his own tears and vomit, Leo wandered towards the original scene of the crime: Kenny Braverman's rundown apartment. By coincidence, the cab had broken down only a few blocks from his building.

As she breezed past the stark lobby and the trudged up the filthy stairs to Kenny's apartment, Leo silently prayed that her old friend was really dead: the alternative was too hurtful to contemplate.

Tearing down the police tape blocking Kenny's door, she tried the doorknob.

She kicked in the door when it refused to yield.

Striding into the cramped studio apartment, a familiar voice greeted her from the corner of the room. "Hey Leo," Kenny jeered, leveling a .38 caliber revolver in her direction. "You look like you've had a rough night. Care for a night cap?"

Nostrils flaring, Leo was awash in a flood of rage, hurt, and contempt. "Why?" Leo demanded, her voice cracking. "What have I ever done to you? We were friends."

"And what – I'm supposed to be grateful?" Kenny scoffed.

Leo clenched her jaw. "Apparently not."

Her expression softening, she reiterated the question she was dying to ask. "Why Kenny?"

"**Money**, Leo. Why _else_ would anyone get involved with you?"

"Friendship?" she offered quietly, suddenly feeling very small…

"Friendship!" Kenny snorted. "You selfish bitch: **I loved you!** I never cared about the money before!" he hissed, taking a step towards her, his face steadily reddening. "There was a time I would have done anything for you. I knew how miserable you were…how miserable you _still _are!! You could have given up the stupid money, we could have gotten married, runaway together and loved each other forever!"

Swallowing, Leo assumed as non-threatening a posture as she could. "Relax, Kenny. We can still work this out—"

"IT'S KEN!!!" he snapped angrily, causing Leo to inadvertently wince – that gun could go off at any time. "Not Kenster or little Kenny. It's Ken! I'm not that kid in junior high anymore: **I'm a man**…not that you ever noticed," he sulked bitterly.

"Of course, Ken—"

"You think I don't know about you?" he interrupted, not hearing her at all. "That I don't know **everything** about you?" Kenny sniffed derisively. "I follow the tabloids, all those other guys you were banging in school…I even know all about that little boy toy you've got out there in Hicksville."

"**Clark Kent**," Kenny spat, "what could that cow-tipping yokel _possibly _give you that **I **can't?"

"Then again," he continued, a bitter grin creasing his face, "We both know that all you've ever cared about are six-pack abs and a dick in your trap."

That struck a nerve. Leo's earlier hurt was now displaced by a rising tide of anger. "So you decided to cash in?" she snapped.

Kenny gave a little shrug. "You'd be amazed at what a bucket of fake blood and a piece of latex to hide your pulse can accomplish."

As Leo's initial anger boiled away, the analytical portion of her mind started to kick in, seeking answers. _Besides, this little man is hardly worth the exercise of any real emotion._ "You couldn't possibly have come up with this whole scheme yourself. Who are you working for?"

Apparently missing the dismissive sneer in her voice, Kenny simply smirked. "The credit goes to a certain gentleman I've never met. I just played along."

"So what are you getting from all this?"

Kenny shrugged modestly, his feral grin widening. "Just the entire contents of your Swiss bank account."

"All of it?" Leo frowned, genuinely puzzled now. "Then what does this 'gentleman' stand to gain?"

"Don't know, don't care," Kenny replied dismissively. "But when the Brit didn't get what he was after, he said you were being taken care of – I guess **he** missed."

"Tell me, Leo. The irony, the betrayal…" he cocked the revolver, bringing it up to eye level with Leo. "Does it sting?"

But whatever Kenny was expecting, Leo never flinched, never cringed, never even batted an eye. Staring blankly toward him beneath a frigid mask of indifference, she stiffly gave her reply.

"Yes. It does."

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_Blasted American weather. _

Just that morning, it had been sunny and pleasant. Now, a scant few hours later, it was cold and hailing.

_And these damn Yanks have the nerve to slam London's climate. _

Sprinting the short gauntlet between the Luthorcorp lobby and his limo, Dominic Santore dove into the rear passenger section of his car without waiting for his driver to do the honors for him.

Shutting the door behind him, Dominic sneezed as the car pulled out.

"Gesundheit."

Startled, Dominic blinked. "Leo? What the devil are you doing here?" he demanded, ignoring her tattered clothes and the bruises on her face. He stabbed the intercom button. "Driver, pull over. We need to unload a hitchhiker."

_How did she get in here anyway? _

However, instead of pulling over, the privacy shield scrolled downward. To Dominic's surprise, an attractive blonde woman in a black chauffeur's cap was at the wheel instead of his usual driver.

The perky young woman half-turned toward the rear passenger compartment. "Is there a problem, Boss?"

Leo smiled thinly. "We're fine. That will be all, Mercy."

Nodding curtly, the blonde women returned her full attention to the road before shutting the privacy shield again.

Sipping her small tumbler of scotch, Leo cocked her head toward Dominic. "You know, even when we were dating, I underestimated you. I really have to stop doing that."

Dominic exhaled with annoyance. "Please, make yourself at home," he said dryly. "So what have I supposedly done to you now?"

Adopting her familiar blank expression, Leo studied him for a moment with a critical eye. "It must really bother you, doesn't it? All those years of hard work, only to know that my father will eventually be handing over the company to his good-for-nothing slut of a daughter."

"What are you—"

"But if I murdered dear old dad," Leo continued, "**You** would take over Luthorcorp. After all, dad would be dead, I'd be in prison, and Lucas is already written out of dad's will."

Leo swirled her drink pensively before setting it down. "That's what this was about, wasn't it? Pushing me over the edge, driving me to kill him."

"You're delusional," Dominic huffed.

Leo just smiled thinly at him. "My early escape probably screwed things up. Trying to shoot me after your plot failed was a bit clumsy, but overall it wasn't a bad plan."

Her eyes sparkled. "Even now, logic points to my father as the one with the means and the will to create such a waking nightmare...except he's not British."

Her thin smile evaporating, her expression hardened. "Did you really think I'd kill my own father?"

Pursing his lips, Dominic frowned at her pointedly. "Don't kid yourself, Leo. You've longed to pull that trigger for years…"

Stopping himself, Dominic paused, forcing a fake grin and a small shrug. "Not that I have any idea what you're ranting about."

Leo folded her arms over her chest, giving him a menacing stare. "One day, I'll have proof…But as of this instant, we're at war."

Dominic rolled his eyes with contempt. "Is this the part where I'm supposed to quail in terror, or would you prefer I rub my hands together to cackle with wicked glee?"

"You know, I wouldn't be so cavalier if I were in your shoes," Leo remarked blandly. "Every war has casualties, and I'm just getting started."

Dominic just smirked mockingly…

Amusement morphed to concern when he noted the expression on Leo's face…

Concern transmuted to stark horror when he looked out the window and realized the limo was now approaching the outskirts of Suicide Slums.

Dominic swallowed hard, his face as white as a sheet. "People are expecting me. They'll know something is wrong if I disappear," he ad-libbed quickly.

"I'm not going to kill you," Leo sniffed disdainfully. "I don't operate that way. Think of this as the first day of the end of your life."

Despite his growing dread, Dominic found himself mesmerized by Leo's glacial smile, her eyes hard and cold, always probing for weakeness - and always finding it, too. "For now, however, I'll have to ask you to step out of the car. **Now**."

"What are you talking about?" he scoffed, looking outside the tinted windows. "We must be going over thirty miles an hour…."

00000000000000000000000000000000000000

Strolling toward the Talon, Leo tucked her hand into Clark's elbow. She was almost snuggling him. She'd never done that before.

"If you don't mind, I'd like to borrow your arm," she said sweetly. "Just in case I start feeling unsteady."

That excuse sounded pretty flimsy, even to Clark. Her bruises were already fading, and she was already back to work.

Not that Clark was about to object. She looked so soft and vulnerable; he was flooded with the urge to protect and comfort her.

"Sure," he beamed warmly. "So what happened to Kenny?"

"I had him arrested," she replied with a shrug. "My attorneys are recovering the money he stole."

Clark frowned. "That's it?"

At her questioning look, he smiled bashfully. "I mean, I figured you'd have something nastier in mind, like throwing him out of a moving car or something."

Leo chuckled warmly. "Don't we have a dark imagination?" she teased, squeezing his arm affectionately. "In this case, I just don't think it's necessary. Besides, I don't think we'll be hearing from Kenny Braverman again anytime soon," she remarked confidently.

As they entered the Talon, a frown suddenly clouded over her delicate features. "Why are the lights dimmed? And where is everybody?"

As if on cue, the lights flashed on. "HAPPY BIRTHDAY, LEO!!"

Mr. and Mrs. Kent led the entire staff of the Talon in an outburst of cheers and happy catcalls.

Clark enveloped her in a huge hug, beaming that familiar mega-watt grin. "After your actuall birthday got ruined, I knew you would forget," he chided.

_I am not going to cry._

And there was no reason to. Nestling snuggly in Clark's arms, Leo just luxuriated in the glow of a perfect moment.

At least until her cell phone rang.

Prying herself from Clark, she shot him an apologetic look before answering. "Leo."

"_I've secured your old army friend. Shall I start entertaining him now?_"

Leo's contented smile never slipped as she watched the festivities around her. "No, that's hardly necessary, Mercy. Don't do anything until I arrive; I'd like to deal with this personally. I trust you can keep him occupied until then."

As she hung up, Clark looked at her worriedly. "You know, if we're keeping you from something—"

"Just work stuff. It can wait. Besides," she said with mock severity, "We still have some serious business to attend to here. That birthday cake better be chocolate, or heads will roll."

Clark grinned good-naturedly. "I bet you'd do it too. You are a Luthor."

Leo's eyes twinkled. "And don't you ever forget it."


	37. Chapter 32

**_All previous disclaimers apply._**

**_To all my loyal readers, apologies for the interminably long delay in updates. I was dead for awhile, but I'm feeling much better now._**

**_This chapter ran a bit long for my taste, so I had to break it abruptly. _****_As always, all input and comments welcome and cherished._**

**_Chapter is dedicated to my former beta, SS4EVA -- The ORIGINAL bad girl! :-p Not sure if you still follow this story, but wherever you may be: HAPPY BIRTHDAY GIRL!! _**

**_On with our story…._**

**Chapter 32**

Cuddling was a foreign concept to Leo.

Her usual physical encounters, with either sex, were meant for pleasure or power or both – NOT for comfort.

It was not sought in the arms of another person, or it hadn't been since her mother's funeral, when she stood beside her mother's coffin and touched her face, only to find it cold.

Seeking comfort with another person meant giving up control and that was something she could never do.

Thus, it surprised her immensely when Leo found herself laying her head down on Clark's chest and holding him close. The waves of comfort that came from the simple touch washed over her.

_So this is what love feels like. _

_What being in love feels like… _

A slight breeze whispered through the trees, bees buzzing around the meticulously cultivated wildflowers. Somewhere in the distance, a crop duster buzzed with matching diligence, the sound of his plane the only indication of humanity for miles.

A carefully manicured lawn stretched from the magnificent stone edifice of Luthor Mansion. There was a garden in the back, a formal English garden which was tended by an army of gardeners employed to keep the wild Kansas prairie from reclaiming its domain. The garden was on an incline, and trailed off toward another expanse of green, a trio of weeping willows, and a pond.

The owner of said pond sat on the bank, reclining against her favorite alien pillow with the remains of a picnic lunch spread out around them. She languidly observed her male companion, who was lying comfortably contented beneath her, cradling her figure as if constructed from the most fragile porcelain. His jeans were rolled up to mid shin, his flannel shirt somewhat damp and mud spattered. They'd taken advantage of an unusually warm spring day in early March to get out in the fresh air and sunshine.

He had gone wading in the pond earlier on a boyish whim.

She loved him for that. "Are you always this spontaneous?" Leo teased.

Clark looked down at her and grinned. "I used to do this a lot when I was little. You should really try it. It feels great." He peered down into the sandy shallows. "There are like a million tadpoles in there."

Leo wrinkled her nose. "Pardon me, but, eww."

Clark grinned playfully. "You won't be ew-ing when they mature into frogs, and start singing at night." Clark gently repositioned himself from beneath her to roll beside her, propping himself up on one elbow. "There's a small creek that runs along the western boundary of our farm that's a lot like this. It's beautiful out there at night. Sometimes, after dark, you can hear all the little frogs singing. And when it's still, the water reflects the sky. It seems like all the stars have fallen to your feet, and you can catch the moon in your hand."

Clark studied Leo's profile. Her hair was pulled back, but spidery tendrils had escaped to frame her face, reminding him of the fall of the willow tree branches. When she turned her gaze back to his she smiled, and he saw himself reflected in her stormy eyes…

**The life force that has been returned to you will soon be taken from someone you love.**

The familiar stab of guilt shot through Clark as he recalled Jor-El's ominous warning. A warning that now haunted his nightmares with increasing regularity, like a steady drum beat, marching closer and closer, until the pulse of its menacing rhythm drowned out all he loved in the world…

Leo noted Clark's sudden tension immediately.

Her delicate features crinkled with alarm. "What's wrong?"

Clark shook his head, suddenly realizing he had just clenched his fist. He opened it quickly, releasing the overwhelming tension and terror with a sigh.

Careful not to worry Leo, he forced a thin smile. "Uhh, nothing. Just, uh, the farm and…stuff."

And suddenly the soft flowery girl was gone, and Leo was a Luthor again.

A blank expression abruptly slammed across Leo's face like armor, that blank expression that would have looked serene to someone who didn't know her better. "You're lying to me again."

Clark blinked, the familiar deer-in-headlights expression pleading innocence, as it always did after his lame denials. "Leo, I would never…"

Leo's mask cracking, her lower lips quivered slightly. "STOP! Just stop," she muttered, shaking her head with disgust. He was her Kryptonite. He made her weak…

She hated him for that. "Say whatever you want, just stop asking me to play your fool again."

Despite her venom, however, Clark still held her.

Or rather, Leo was clinging to him, hands grasping his powerful shoulders, face pressed against his neck. She took another, steadier breath and released her hold, ashamed that he had seen her lose control; that he was witness to how much her subconscious dominated her when she let her guard down.

Clark cradled her gently, and she felt little girl small. It reminded her of when her father had held her just like so, so many years ago...

_Oh, fuck no!!_

Anger flashing, she pushed away from Clark, kicking at the grass as she sprang to her feet, straightening her blouse and brushing grass from her skirt.

Clark's eyes widened. "What's wrong? Do you want to talk about it?"

Leo glared back. "Do you want to talk about it? What is with you lately?"

**The life force that has been returned to you will soon be taken from someone you love.**

Working his jaw, Clark guiltily looked down, recalling his foolish mistakes -- and what those mistakes could soon cost him. He had originally stuck closer to Leo to protect her from whatever Jor-el might do to her, to protect her from the danger Clark had placed her in.

But for every moment he spent with her, he was torn by the bittersweet agony of realizing how much he stood to lose. He could not – would not – share the shame of what he had done to her. It was a burden that only he deserved to bear.

**The life force that has been returned to you will soon be taken from someone you love.**

_I put her on Jor-el's radar._

_I turned her into Jor-el's demented robot._

_I put her in this danger._

_And I have to protect her… _

"There's nothing to tell," Clark pleaded out loud.

_**LIAR!!**_ Leo saw guilt written **all over** Clark's body language. She stubbornly pushed the remorse she felt aside, though, remembering what happened when she allowed men to manipulate her with all their lies in the past.

_Never again!_

"Leo, I'm sorry."

And yet, when it came to Clark… Leo sighed and ran a hand through her hair in frustration. "No. You have no reason to be. I just… there's nothing to talk about."

He clearly didn't believe her.

Leo thought, even with all of the progress they'd made of late, that he might finally lash out at her, hurt her like all the rest...

Instead, he surprised her with a quick nod and sympathetic expression.

"You know I'd never do anything to hurt you, right?" Clark asked softly.

Leo could sense something important behind Clark's words, but she couldn't begin to guess what that might be.

_So what else is new?_

Was it SO difficult to just **tell** her what was bothering him?

_Doesn't he realize I'm eventually going to figure it out anyway?_

Leo silently cursed the entire male gender. "I know," she sighed, slipping her shoes back on. "Besides, it's time to cut my extended lunch hour short. I have a ton of work to attend to at the Plant." _Why do I even bother!_

Clark squeezed her arm affectionately and bathed her in one of his patented megawatt smiles. "Call you later?"

_Oh, that's why._ Leo's heart melted – much to her personal irritation.

Leaning up to him, Leo kissed his cheek softly. "Coffee tomorrow. I'll expect my Caramel Café Mocha to be waiting and piping hot, with extra whipped cream."

Clark playfully frowned at her in mock derision. "And why should I cooperate with your evil plans?"

"Because you enjoy the pleasure of my sparkling company, and a busy executive such as myself can't be troubled with such trivial matters," Leo teased. "We've talked about this."

"No, you talked," Clark countered. "I just said I'd call."

"And then I overruled you, and that's that."

Clark ruefully shook his head. "Maybe I should take that Stalin biography away from you."

* * *

As Leo sped back to the Plant, she tried to ignore the high-pitched whistling of wind roaring outside her Aston Martin that sounded too much like monsters howling to her. She turned on the stereo as she turned onto Route 7 and tried to relax. She had to think about something other than Clark's annoying reticence...

Puzzles. Puzzles worked.

If she couldn't uncover Clark's problem, Leo switched mental gears to a different puzzle: Mercy Graves.

Grasping the steering wheel firmly, Leo began recalling her research into Mercy and her enigmatic past. Her extraordinary abilities aside, all records Leo could find of Mercy's past were downright weird. Official news accounts reported her hometown -- Sunnydale -- almost completely destroyed, falling into a massive sinkhole years ago. Even before then, the town suffered from the highest violent crime rate per capita in North America and was a cluster for the highest rate of blood plasma disorders in the country.

Moreover, everyone Mercy -- a.k.a. Buffy Summers -- had _ever_ known from Sunnydale was either dead or missing. And while Leo suspected the hand of the mysterious Nigel St. John (whom Leo still hadn't found), there was still the matter of Mercy's younger sister, Dawn...

Shifting gears as she whipped around a corner, Leo shook her head when she recalled the details from the hidden file she'd started on **that.**

As Mercy described it, Dawn was in fact a mystical object known as the "Key." Apparently, a group of monks transformed the Key into human form and sent it to the Slayer for protection from some demonic villain. The memories of Dawn and Mercy and everyone who knew them were altered so they believed her to have always been Mercy's sister...

And that was only the _beginning_ of Leo's education into the ways of demons and vampires and magic to which Mercy had introduced Leo.

Even more oddly: Leo simply absorbed all this information in stride.

A few years ago, Leo would have had Mercy locked up in Belle Reeve for observation. However, spending the last several years in Smallville had dramatically expanded Leo's world perspective. After dealing with aliens and meteor mutants, tales of vampire slayers and black magic hardly phased her anymore.

In fact, what little Mercy could describe about magic was intriguing to Leo. Having been a closet science geek her whole life, Leo found the possibility of practical, working magic a fascinating concept -- especially in areas where technical solutions were lacking. Leo could imagine several different scenarios where magic --

"AHHHHRRRAAAHH!!"

A high-pitched squeal suddenly split Leo's skull, tearing her brain through her eye sockets like ice tongs. Grasping her head in sheer agony, she inadvertantly brushed the steering wheel, sending her high-performance sports car off the road --

Directly into a tree.

* * *

Bailing hay in the barn, Clark suddenly crumpled to the ground in agony. The high-pitched squeal smashed through his skull, a million splinters and paper cuts slitting his brain at once, blaring through his ears...

But the pain wasn't coming from his head. It was coming from something else, calling him toward something. He couldn't explain it, but the blinding torture seemed to be perversely attracting him to its source. Instinctively knowing that his agony could only be relieved by finding its source, he sped out of the barn, leaving only a sonic boom in his wake.

He reached the site of Leo's auto wreck --

Just in time to see it's gas tank ignite and explode.

* * *

Ten minutes later...

Clark streaked to Jor-El's lair. Time and space lost all meaning, giving way to the tornado of shame, desperation, and utter fury that stormed the ice fortress.

It required every fiber of Clark's being NOT to tear it apart stone by stone. "HOW COULD YOU TAKE HER AWAY FROM ME?!"

**"Human life is fragile, my son. You knew a life would be exchanged for yours."**

"Don't make her pay for my mistakes!!" Clark exclaimed desperately. "You have to let me fix this!!"

**"Your powers on Earth may seem extraordinary, Kal-El, but we are not gods."**

Shaking his head, he yelled. "This is not her destiny! And you know it!" Nostrils flaring, his iron jaw clenched with determination. "There has to be a way! There has to be a way to fix this! Please!"

**"In neglecting your training, there is a trial – one of many – that you have yet to experience." **

A tiny ember of hope sparked in his eyes. "Please! I'll do anything!!"

**"You must heed my warning. The tide of fate is impossible to stop. Even if you are able to alter one course of events, the universe WILL find a balance. There is only ONE crystal."**

A length of crystal moved out of a group of ice pillars near Clark, hovering in the air, spinning slowly.

**"Decide carefully."**

Clark never hesitated. He stepped up immediately. "I have to save her."

Grasping the crystal, it began to glow brightly, blotting everything from sight.

* * *

Cuddling was a foreign concept to Leo.

Her usual physical encounters, with either sex, were meant for pleasure or power or both -- NOT for comfort.

It was not sought in the arms of another person, or it hadn't been since her mother's funeral, when she stood beside her mother's coffin and touched her face, only to find it cold.

Seeking comfort with another person meant giving up control and that was something she could never do.

Thus, it surprised her immensely when Leo found herself laying her head down on Clark's chest and holding him close. The waves of comfort that came from the simple touch washed over her.

_So this is what love feels like._

_What being in love feels like…_

A slight breeze whispered through the trees, bees buzzing around the meticulously cultivated wildflowers. Somewhere in the distance, a crop duster buzzed with matching diligence, the sound of his plane the only indication of humanity for miles.

A carefully manicured lawn stretched from the magnificent stone edifice of Luthor Mansion. There was a garden in the back, a formal English garden which was tended by an army of gardeners employed to keep the wild Kansas prairie from reclaiming its domain. The garden was on an incline, and trailed off toward another expanse of green, a trio of weeping willows, and a pond.

The owner of said pond sat on the bank, reclining against her favorite alien pillow with the remains of a picnic lunch spread out around them. She languidly observed her male companion, who was lying comfortably contented beneath her, cradling her figure as if constructed from the most fragile porcelain. His jeans were rolled up to mid shin, his flannel shirt somewhat damp and mud spattered. They'd taken advantage of an unusually warm spring day in early March to get out in the fresh air and sunshine.

He had gone wading in the pond earlier on a boyish whim.

She loved him for that. "Are you always this spontaneous?" Leo teased.

Clark blinked with amazement, completely disoriented. "I, um, used to do this a lot, when I was little," he absently, struggling to regain his bearings. "Y-you should try it. It feels great."

Leo noted Clark's sudden confusion immediately.

Her delicate features crinkled with alarm. "What's wrong?"

His gaze was intent, focused on her face.

All she could do was look back at him in return - the smooth planes of his face, his strong jaw, the curve of his lips. The intent, longing expression in his darkening green-blue eyes...which were coming closer to her as Clark leaned towards her.

Her lips parted and she leaned closer to him, holding her breath as she waited for the kiss which she knew was coming.

The kiss which, right now, she knew that she'd been waiting for since the day they'd met, the kiss which she'd die without...

Endless months of carefully controlled emotions, maintaining a calm exterior for the benefit of everyone around him while inside he had trembled with his own mind-numbing fear, ended instantly as he allowed himself to finally feel the overwhelming relief of finding her alive!

ALIVE!!

Relief of knowing that once again, they'd faced tragedy together and come away unscathed, victorious against Jor-el's sadistic wrath!

He needed to connect with her, to saturate all of his senses with smells and sounds and touches that reminded him that she lived on. Would live on. All of those concentrated emotions mixed with his ever deepening feelings for this amazing woman, guiding him as he lowered his lips to capture hers.

She hesitated only a heartbeat before she returned his kiss. She drew him in, called to him with every breath, every movement. Leo wrapped her arms around his neck and kissed him back. Softly, gently, leaving it up to him to change it or not; she was too afraid to ask for anything because she didn't want anything more than he would give willingly…

Soft, she was so soft and she smelled so good. Clark could feel her heart beating against his chest, felt it speed up as he opened his mouth and touched his tongue to hers. He really didn't have a lot of experience at this. He and Lana had never kissed as often or nearly as intimately as this, and he hoped he didn't get it all wrong.

Leo felt his tongue against her lips and gently led him into another soft dance. He'd taken the step, and she would gladly teach him anything he wanted to learn. Even if he was inexperienced, he was so sincere about everything that he did.

And that made up for a lot.

As with the Tai Chi, Clark soon followed her lead. He got bolder on each pass, but always kept in mind his strength. The arms that cradled her were gentle, and the hands that slid into her hair, absorbing their flaxen texture were equally as careful. When the first kiss ended, another began, each sliding into the next. Clark wasn't sure what was happening here or why it was happening so fast. All he knew was how right it felt…

Tender, he was so tender with her. It filled her with warmth, knowing that he was being so careful. Leo let him experiment, but also showed him new things. She taught him things that she liked by doing them to him.

Leo let the kisses continue until she was out of breath, then pulled gently back—just moving her head, unwilling to actually move out of his arms. She opened her eyes and looked up at him with a gentle, peaceful, contented expression. "You're so sweet, Clark," she whispered. "Always so gentle."

He brushed a lock of hair out of her eyes, already missing the feel of her mouth against his. "Why do people ever stop kissing? It feels so..." At a loss for words, Clark leaned forward for one last kiss.

"So lonely..." Leo murmured, finishing his sentence just before their lips touched. She leaned into the kiss, gently exploring again, while he did the same. Each sought to memorize the feel of the other, as if to comfort for having to stop eventually.

Clark agreed with her, only silently. His lips were too busy to waste time on words.

Lifting her up into his arms expended no effort on his part. Neither did carrying her over to a convenient flat spot beneath a shade tree and sitting down with her in his lap. All that mattered was that he not stop kissing her.

Leo curled lightly against his chest as he picked her up. When they were sitting together, she slid her arms more fully around his neck, and her fingers tangled gently into his hair. She held him and he held her, neither wanting to let anything separate them. Even though they both knew that they couldn't stay like this forever…

It was finally Clark who broke away. He had to take a moment to catch his breath and calm down. He loved kissing Leo, but he didn't want to push for anything else…

Leo rested her forehead against his shoulder until she caught her breath, still snuggled against him. Cinnamon silk filled Clark's hands. Clothes fell away in wordless whispers to reveal warm skin, musky with the scent of clean perspiration and vanilla-almond shampoo. Sinuous curves molded to steel muscle.

Once again, she was in his arms as he rolled on top of her, laying her down and covering her with himself.

And beneath him, she was finally still.

Despite his inexperience, he felt no uncertainty, no shyness. His hands and mouth wrought pleasure because he used them naturally, every touch directed by his own need to feel her and explore the secrets of her curves and hollows. Smells and tastes and textures that were unique to her filled his senses and pushed him to seek more.

And as his body gave itself over to sensations beyond his imagining, Leo responded generously. Fingers warm on his skin, gentle as they brushed magic onto every nerve. Her mouth pliant and receptive, wandering on its own explorations, and bringing about responses that intoxicated him.

Leo continued to croon as Clark's finger stroked in and out. Since discovering the nub between her legs, he hadn't let up, and she trembled with molten pleasure and anticipation.

"Claaark..." Her hand brushed against his cheek, to catch his attention before she continued. "Add another finger... use two of them..." She caught his look of concern and shook her head. "Please…you won't hurt me... please?"

Leo knew she was begging, but she didn't care. When it came to herself as a sexual creature, she had almost no pride left at all. What little she had had been lost long ago. Clark, with all his sweetness and innocence, probably had no idea that this kind of pleading was unusual.

For only one moment did he give pause, lifting his head to peer into pewter eyes, his voice an aching whisper. "Leo...I want...this..."

She placed her fingers on his lips, silencing the question and answering it at the same time.

Never again did he hesitate.

Within timelessness, they lingered. In slow motion, wordlessly, they surrendered to the bond drawing them together, securing it by baring the rawest elements of themselves. Within the sanctuary of their private Eden, they lost themselves within each other.

There was no past. There was no future.

Only that day.

Every moment and touch led them further from the loneliness they shared, where they found loving and being loved in return.

And afterward, as they lay entwined, coated with the fine sheen of shared passion, Clark collapsed beside her, completely spent, waves of cinnamon covering his naked body like a blanket, desperately hoping he was worthy of the angelic goddess that had brought him such happiness…

Satan, Leo repaid with laughter. Triumphant, exalted mockery, bouncing off the trees of her garden and echoing down into Hell.

Clark lay by her side and watched her. Puzzled by her sudden laughter, Clark wondered if he had done something wrong. At least I didn't accidentally hurt her. That was always Clark's overriding concern.

While he didn't understand the savage humor filling his lover, he was reassured by the joy in her face and the warmth of her hands, stroking his body. And discovered, as untold millions of young men had discovered before him, that there was nothing more beautiful, more pure than the angelic afterglow of the woman you love…

Finally, Leo understood the full extent of her victory. Total and complete.

She had beaten the Devil. Whipped him like a stray dog.

She had saved everything from his dark realm. Even the one thing she had thought lost forever. Now, at the threshold of a new life, she reached through the iron gates and snatched back her virginity. Gleefully, she robbed the Robber, and awarded the treasure as a gift – to the man who had earned it.

Tears came too – tears of joy and gratitude – but the laughter remained. Far below, deep, she could hear Satan's howl of rage.

**I have been cheated! Swindled!**

Laugh and laugh and laugh. Kissing and fondling Clark all the while. He was young, and clean, and glorious, and so fine, and so wonderful. Leo wasn't surprised to see how quickly he returned to her. Nor with what eagerness she joined him.

She had beaten the Devil – surely, nothing could stop her now. Now, she would torture the monster…

Satan's torment lasted through the rest of that day. Again and again, Leo lashed him with her pleasure. Hers and, even more, the delight she gave Clark. For hours, the Devil rampaged through his chambers. Shattering the walls with his horns, lashing the rubble with his tail, stamping his rapists under cloven hooves.

As her lover's ecstasy mounted, the Devil fled in despair. Out of his chambers he sped, down and down into the bowels of the Inferno.

Leo rode Clark harder, ruthlessly pursuing his broken retreat.

**Go away!** Shrieked the Beast. **Leave me alone!**

But she was a Luthor: remorseless and merciless. Watch, monster. She cornered him in a grotto, dark and dank with sewage.

Satan cowered. **Stop it**, he whimpered. **You're hurting me.**

_Watch._ Her body – warm, wet, soft, loving – crushed His vileness against the stones. _Watch._

* * *

She was done with Satan. Done forever. Even Leo was satisfied with her triumph. Clark's warmth filled her, purging her sins of the past. Gone now, all gone.

_Gone forever._

She stroked Clark's face, gazing into his eyes. The green orbs glowed, like the buds of spring in a springtime face. Soft, full of promise…wet, warm, full of life…

No need to ask Leo how she was feeling just yet... she didn't look capable of constructing a coherent sentence, wearing a lazy smile that lit up both her face and her eyes. She looked younger, almost vulnerable, completely touchable.

He moaned fitfully when he felt Leo settle in even closer, wondering if he should apologize for the erection that was digging into her back.

So many things had happened that he wasn't sure what he should be apologizing for, or what he should just accept, or, really, just lay back and enjoy.

Rolling over to face him within the cradle of his arms and chest, Leo stared up at him, his eyes a tranquil blue-green, while her fingers trailed lazily up and down his muscular arm. She traced his jaw line with reverence, before caressing the unruly, dark curls from his forehead. He really was the most beautiful man she'd ever met - absolutely gorgeous…

Sleek and soft and he could probably pick her up with one hand. Her fragility just magnified how precious she was to him. Lifting a girl with one hand was a snap for someone who could bench-press a tractor. She had the prettiest mouth and eyes - all soft and full and… kind of sad.

And he had to start thinking with his brain again.

_Any time now, Clark. Feel free to jump in with something smarter than just staring at her._

But what could he say? How could he express how he felt, how much she meant to him, without sounding like a total dork?

Seeing her lovers' disturbed face, Leo immediately assumed the worst. She raised her eyes to his and asked in a hushed whisper, "Clark? What's wrong? Do you…wish we hadn't done this?"

Clark's head snapped down to Leo and saw the reflection of her self-doubt bubbling up to the surface. "No, actually it's the opposite. I was wondering how empty my life would be like without you in it. Pretty dumb, huh?"

She was lost. No man had ever said such things to her AFTER sex. Glowing gently to him, she replied, "No, Clark. I don't think that's foolish at all."

Leo pressed her warm lips to his. He never had to worry about her leaving him…

And now that she had him, she would never surrender him. No one was allowed to taste this good, to smell this good, to send electricity shooting through her with every touch and not belong to her.

She wouldn't allow it.

* * *

Jonathon wanted to give Emma the bottle of drench from the vet, but it wouldn't do any good if the cow didn't drink it, so he had to try.

Rubbing the scruff of Emma's neck with surprising tenderness, Jonathon Kent grinned knowingly to the matronly queen of the herd. "I've never been much a fan of doctor's either, but this for your own good, girl."

The trick to getting medicine in a cow, Jonathon knew, was making sure he thrust the bottle almost down its throat. Otherwise, the drench would slop out the side of Emma's mouth. It probably tasted nasty – it stank of ammonia, and he wouldn't have wanted to drink it himself. He poured it down the cow, though, and had the satisfaction of pulling the empty bottle from her mouth and seeing only a few drops on the dirt and straw in the stall.

However satisfied Jonathon was, the cow clearly wasn't. It drank from the trough, no doubt to get rid of the taste of the drench. Jonathon left the stall. He paused, sat down by the old wagon wheel. He hadn't given up. He didn't intend to give up, either – not when it came to taking care of the ones he cared about, regardless of whether they walked with two legs or four.

He massaged his arm, trying to rub out the sudden pain that seized it.

_Damn. What's wrong now?_

The doctor that Martha had forced him to see was still giving him hell about his cholesterol and pushing that ridiculously expensive heart medication. But what did doctors know? He had a farm to run, and if he needed a steady diet of red meat to give him the energy to keep going, then what was wrong with that?

_Besides –_

Suddenly, searing pain smashed his skull and a bomb exploded in his chest.

Tooth grinded tooth as Jonathon Kent crumbled to his knees, a high-pitched squeal stabbing through his mind even as his heart burst in his chest.

* * *

**For everything in nature, there is a balance. **

**The life force that has been returned to you will soon be taken from someone you love.**

**The tide of fate is impossible to stop.**

Clark burst from his slumber beside Leo with a start, his face contorted in horror. "DAD!!"

Not even fully awake, he didn't need to be. The harsh, high-pitched squeal of his nightmare was all too familiar, and the full weight of Jor-el's warning finally came to pass:

**The lessons that we learn from pain are the ones that make us the strongest.**

**Always know that I love you, my son. **


	38. Chapter 33

_**All previous disclaimers apply.**_

**Chapter 33**

_Mom's funeral was the same way._

Leo spent most of the service squinting at the bright sun reflecting off of her white casket. She remembered hearing one of her mother's friends comment how God must have been happy to have an angel like her back in Heaven with Him.

But Leo was already old enough by then to understand that things like God and Santa Claus and big, happy families didn't really exist. So the idea of her mother sitting on some fluffy white cloud, next to a "God" who shouldn't have taken her away from her family in the first place, was ludicrous.

Unfortunately, Clark didn't seem very receptive to comforting words or thoughts, either.

Her eyes met Clark's red-rimmed ones, and she found she couldn't even offer him a sympathetic smile.

Nothing.

She looked away first, uncertain of how one is supposed to behave to someone else who just lost a parent far too soon in life. Leo was all too familiar with how empty any gesture she could give would be.

Predictably, Mr. Kent's death had hit Clark hard.

He'd been so silent the past few days, looking through old photo albums and, when Clark did speak, it was only to say how short life was, and he would gaze at Leo with an inscrutable expression she couldn't begin to identify.

Regret? Fear? Even...guilt?

_But why?_

She hadn't bothered asking Mrs. Kent about it, since Martha seemed as devastated by Mr. Kent's death as her son was. With no one to help her understand, Leo had simply withdrawn into herself, wondering if life would ever return to normal…

And wondering if she would ever be part of such a stable family ever again. After years of open hostility, Mr. Kent had **finally** seemed to accept her, she and Clark were **finally** a couple, everything was **finally** coming together…

And then this.

It was only the smallest comfort to Leo that Clark and Mrs. Kent had accepted her offer to pay for the funeral – an acknowledgement that she was finally accepted as part of the family. Saddened as she was by Jonathon's death, Leo was comforted by the knowledge that she had enjoyed – however briefly – being the daughter Mr. Kent had never had, of having a loving father again, of being a member of the Kent family.

And as Leo reflected on her loss, a solitary tear crawled free of her stoic Luthor mask…

As the minister completed his benediction, the crowd around them slowly dispersed. Chloe and Pete stopped beside Clark, both giving him a hug before they headed toward the parking lot.

Leo hung back discretely near him, watching him closely as a few more friends from school offered their condolences and moved on.

His shoulders slumped. Clark was already weary. He needed to be cared for. Leo wished he didn't have to go through this. And it was then Leo realized what had bothered her most of all:

He was no longer the innocent boy she had first fallen in love with.

"Mrs. Kent," Leo whispered. She was barely audible. "If there's anything else I can do…"

Martha gave the young woman a brave smile and a warm hug that Leo cherished. "Don't be silly, dear. You've done too much already," Martha acknowledged before glancing back up at her son. "I still have to see to the wake arrangements." She said good-bye to Leo, then left them to talk to each other.

Despite the intensity of her despair, Mrs. Kent's intuition and maternal instincts remained infallible. She still had a son to love, and she knew exactly what he would need to heal.

Martha Kent understood strong women.

Even through her grief, Martha Kent recognized a kindred spirit…

_"He has no ambition," William Clark had said of Jonathan Kent. _

_Martha only smiled._

_Jonathan and her father were so much alike, although neither one seemed to see it. _

_William didn't appreciate the monumental efforts Jonathan had made to keep the farm after Hiram Kent died. Jonathan's inheritance: overwhelming debt and broken machinery. As much as they struggled now, it had been doubly difficult that first year, when they'd come so close to losing it all, so many times. Dawn to dusk, Jonathan beat back mother nature to grow their crops. Sometimes dawn to dusk became dawn to dawn, when he worked a second job in order to beat back the bank clamoring for payments. He refused to sit back and allow his family legacy, the farm that had been passed down for generations, be steamrollered by big business. _

_Ambition? Jonathan had ambition, far more than Martha's father believed. It was Jonathan who latched on to the idea of organics, which had become so popular with the health food set. It was Jonathan who put up the greenhouse and experimented with hydroponics. He marketed his wife's cooking, to the point where Martha eventually had a small business of her own, baking pies and cakes. His innovative approach to running the farm had brought them success during a time when so many other small farms had failed. _

_Martha had supported him one hundred percent. _

_They had their trials, however. Once, during the first year, when things were so hard, Martha had left him. By rote, she'd gone to her mother, and cried on her shoulder. _

_"We've been fighting. He's just so tired, and frustrated. Why doesn't he just give it up?" she'd asked. _

_"He can't." her mother Susan said quietly. "He's a strong and stubborn man, Marty. You knew that when you married him. A man like that needs a woman twice as stubborn, and twice as strong, to support him. You have it in you. You'll work this out." _

_"But what do I do?" _

_"Be there, honey, just - be there." _

_So she had gone home, and found Jonathan sitting at the kitchen table, weeping. He had thought she'd left him for good. Such a blow, which some might have found inconsequential, had for him been too much. Facing his tasks alone was something he could not bear. _

_Martha surmised, and her mother agreed, that there was a special sort of fire that burned inside the heart of a proud man. It was fire that tempered steel, and melted glass - a creative fire. It was a fire that built things, molded things, and held things together. Yet superheated steel, or glass, when suddenly plunged into ice cold water, could still shatter. _

_"We have to be there to pick up the pieces." Susan Clark had counseled. _

_Susan spoke from experience. She'd had to pick up the shattered pieces left behind when her son was brought home from Vietnam. The loss of Martha's older brother had been the bitterly cold water to shatter the strength of William Clark. His only son, upon whom he'd depended to carry on the family name and the family business, had been killed by a sniper's bullet in a Vietnamese rice paddy. It was the only time Martha had ever seen her father cry. _

_Susan, though just as devastated, had held back her own sorrow in the face of her husband's. In time William recovered, but had it not been for Susan's strength, and to a lesser extent, Martha's, he might not have pulled through his devastating grief… _

Martha Kent recognized strong women. She knew them well.

More importantly, she knew when her little boy would need more than one.

Gazing at her son, Martha wondered how long it had been since he'd slept, for the weariness seemed so deeply ingrained. He was too pale. The fierce light in his green eyes had gone out, darkening them to a stormy haze. Haggard was a word unsuitable for describing the face of a seventeen year old boy, yet the term was appropriate.

_He's still just a boy... _

On his way to becoming another proud man, but a boy just the same, caught between youth and manhood, just as he stood between the gravestones of the cemetery.

Martha recalled fixing the ragged collar of his ill-fitting dress shirt early that morning.

He had glanced down at Martha's fingers resting lightly upon his sleeve, and something broke; something shattered. Martha reached out to him as he turned into her arms, and she held him as the sobs finally broke free. He was unable to stop the flood of tears created by hardship, and pain, and confusion, that only pride had kept contained until then.

One shot, one second of time, one rash decision, had dashed cold water on the fire within, whatever that was...

Someone had to pick up the pieces.

Between Jonathon and her own father, Martha knew good men.

But she also understood that before they became men, they were little boys, and sometimes little boys just needed to be held.

Especially when fate decreed they grow up too soon.

Something about Jonathon's death was particularly catastrophic to Clark, shattering his soul, but Clark stubbornly refused to share the burden, always striving to be the Man of Steel.

Alas, he was Jonathon Kent's son.

But someone had to pick up the pieces for him. Whatever it was that he was holding in that he couldn't share with her, Martha desperately hoped he might share with someone, before it ate him up alive.

So it was that Martha left the two of them alone, hoping that this young woman might help heal her little boy…

"What is it, Leo?" Clark asked warily as his mother left.

His response filled Leo with dread.

After that fateful afternoon in her garden, Leo had dared to believe that Clark was different, that he really DID care about her, that he loved her, that he wanted her…

_Stop it! _Leo scolded herself._ Stop daydreaming!_

If anything, Clark had pulled **away** from her since they had slept together.

When she awoke in the garden afterwards, he was gone. She had hardly seen him since. While Leo told herself he was just mourning for his father – by freakish coincidence, he had died of a massive coronary that same afternoon – Leo feared there was something more to Clark's distant behavior than just sadness.

As usual, it felt like there was something she was missing, but she couldn't figure it out. And while she knew she'd eventually drag it out of Clark, the effort that required was like pulling teeth, and she was tired of it!!

It was as if there was STILL a secret part of his life where SHE wasn't invited, and it tore a hole in her heart. Whatever Clark was holding back about his father's death, it hovered between them like a yawning cavern that threatened to pull her in and swallow her up.

While Leo tried to ignore it, Clark just seemed to flaunt it in front of her by shutting her out so completely, shouting without speaking that she would never truly be a part of his life.

Still, that didn't mean the Leo was ready to give up, no matter how pig-headed  
Clark was being._ And the never-ending struggle continues…_

"We haven't really spoken in the past couple days. I just wanted to know how you're doing," Leo probed, gently brushing her fingers against his sleeve. "You look like you've had trouble sleeping," she added knowingly.

As if half asleep, Clark raised his head, and looked at her, barely comprehending her presence, let alone her identity. Finally, "I saw…I've been thinking about…this dream I once had." His haunted eyes were intensely fixed on Leo's now. "I was in this graveyard, surrounded by tombstones. All of the people I love were there. It was dark and raining and the graves just stretched on endlessly."

If his father hadn't just died, Leo would have rolled her eyes in mockery. It sounded so typically teenager that she half anticipated him pulling out a slip of paper, the dream turned into some clever little poem, dark and tragic. She almost made a snide comment to Clark, only to hold back when she caught the sincerity in his eyes, echoing the gravity of his words.

Swallowing, she brushed Clark's cheek gently with her hand – a loving touch. "We all have fears of losing the people we love, Clark. After my mother died, I had similar dreams. Everyone I loved was gone, and living with my father was the same as being alone." Leo pursed her lips at the thought. "Maybe I've even grown immune the idea," she added absently.

"That's what I'm afraid of."

For a dreadful moment, Leo thought he was talking about her. "What?"

"About not caring. Becoming immune. Having it happen to me so often that eventually it just doesn't matter anymore."

"Maybe it's already started," she whispered, withdrawing her hand in resignation.

Clark frowned. Her touch was missed. "What?"

Raising her chin, Leo frowned up at him. "Look, I understand we're at your father's funeral, but there is clearly something else bothering you. You haven't told your mom, and you damn sure haven't told me, and I AM SICK OF THIS!!"

Shaking her head, her nostrils flared as her temper and frustration came pouring out, melting her earlier mask of indifference. "I have HAD IT! I have been bending over backwards, tip-toeing around you, but I don't care anymore!!"

Clark worked his jaw, visibly irritated._ Not everything revolves around YOU, Leo. _"Well that didn't last long," he muttered bitterly.

"You've been walling yourself away from **everyone** since your dad died, and you act like that doesn't affect the other people that are STILL in your life!" she spat. "Are the rest of us not as important as your dad? Is that it?"

Clark instantly deflated, his eyes downcast, his shoulders slumped. "It's not like that."

The look of sheer despair doused Leo's anger instantly. He suddenly looked twenty years older.

Her heart wept for him. "Then what IS it like?" she pleaded. Whatever it was, he didn't have to face it alone. He had her. Please share it with me. Don't you know I would do anything for you?

"I killed my dad."

Leo blinked. "Wait…what??"

Tears springing from his eyes, he swallowed hard, hanging his head, fists clenched. He could barely face Leo, the shame and the guilt and the soul-crushing responsibility suddenly too much to bear alone anymore. "I died last summer, Leo! And then Jor-El, he brought me back, but he told me that the life he gave me had to be taken from someone I loved…"

"And he took it from your dad," Leo finished softly, eyes widening with dawning understanding. She reached up, cupping his face in her hands, her cool little fingers sinking into his flesh as Clark sank into her touch. "It's not your fault."

As Clark started to shake his head, Leo flexed her fingers in a vice grip, suddenly fixing a determined stare on Clark. "No, NO! Look at **me**. Listen to **me**."

As always, Clark obeyed his little red-haired goddess.

"Your dad's death was NOT your fault," she stated with absolute certainty. Actually, Leo had a million questions running through mind_ – like what the hell did __**YOU**__ do last summer, Clark? _– but she decided to table those questions for later.

For now, she stroked his face gently, assuring him, "You have no control over what Jor-El does."

Clark tore himself from Leo's grip, his face suddenly ashen and twisted in disgust. "Oh, I had some control, all right. I had a choice." He peered down at Leo through the hair flopping over his eyes. "And I made one."

Leo frowned, unsure how to decipher Clark's cryptic response…

Then her eyes widened with dawning horror. Oh god. "He made you choose," she whispered. Clark's avoiding her, his look of disgust, his refusal to tell her anything before this….

_**Buyer's remorse.**_

He had to choose someone to die…

_And now Clark is regretting his choice._

'_**He wished he had picked YOU to die instead**__,' _sneered the dark voice in her head.

Leo swallowed hard, her face bleach white. "Clark, if Jor-El was making threats, why in the hell didn't you say something?!" she demanded.

Clark stubbornly shook his head. "This was my responsibility."

"Bullshit," Leo frowned, eyes locked on Clark's with laser intensity, her lips tightening to a thin slash. "Clark, who the hell do you think you are? Who said I needed **you** to make that kind of decision for me?"

Clark's jaw tightened. "I couldn't live with the thought of you dead, or getting hurt again because of me. I was trying to protect you." He still recalled the horrible image of her fragile, broken body in the ruins of his storm cellar after the last time Jor-El threatened him – there was just no way he could trust Leo not to pull a similarly reckless stunt again. She could have died.

Leo's face reddened with indignation. "So, what? I live and your dad dies – **and what**? Everyone is just supposed to move on with their lives? I thought we were done with secrets and hidden agendas!" Brushing a stray hair from her face, her lower lip quivered slightly, a hint of vulnerability peeking through. "You are such a hypocrite. This doesn't have anything to do with protection; you just don't trust us 'mere mortals' to make decisions for ourselves. What you did was selfish."

In light of Leo's response, Clark matched Leo's glare, his guilt temporarily overridden by resentment. "You know what?" he snapped. "Maybe you're right. Maybe I am being selfish – and I'm okay with that!"

"I'm not!"

"TOUGH!!"

And for the first time ever, Leo flinched from Clark…in fear.

Truthfully, she couldn't recall a time when she had ever seen Clark actually get angry.

Upset, yes.

But mad?

_Never._

Leo's response was not unnoticed. Clark immediately stopped short at Leo's wince. A fresh tidal wave of shame washed over him.

_I really am a curse to everyone around me._

Clark swallowed hard, shutting his eyes for a moment, trying to manage the parade of emotions coursing through him – the sadness, the shame, the fear, the loneliness, the frustration, the helplessness…no matter how physically powerful he was, he just couldn't bear the burden alone anymore…

Just as Martha Kent had observed, there was a special sort of fire that burned inside the heart of a proud man. It was fire that tempered steel, and melted glass - a creative fire. It was a fire that built things, molded things, and held things together.

Yet superheated steel or glass, when suddenly plunged into ice cold water, could still shatter.

Even a Man of Steel.

The sudden rush of shame at making Leo wince – even for a moment – doused that impulsive burst of anger with ice water, and something inside him broke.

Even Leo noticed the sudden change in Clark's mood – the sudden anger draining away, his posture sagging, his whole spirit deflating like a balloon right in front of her eyes.

In a resigned voice, Clark's stubborn silence finally broke, the shattered emotional fragments spilling wearily from his lips. "The truth is, I'm tired Leo." He looked to Leo imploringly, the angry demi-god suddenly transmuted into a broken-hearted boy. "All I've ever tried to do is the right thing. I just want to do the right thing."

Leo softened, grasping Clark's hand supportively. No matter what conflict might rage between herself and the demi-god, she could never abandon her beautiful boy.

She squeezed his hand before wrapping him in a hug, her body sinking into his like a balm over an open wound, lovingly gathering the fragments of her broken boy. "It's been torture seeing you like this," she confided softly in his ear. "I couldn't stand the silent treatment; the way you walled yourself off; cutting me off from everything I love – cutting me off from you."

Leo tightened her arms around him, biting her lip.

That was far more than she intended to admit to him out loud…

But oddly, she didn't care.

Clark's eyes moistened as he gripped her frantically, but never so frantically that he failed to handle her as carefully as the most fragile porcelain. "After the last time with Jor-El, when you blew up the ship…" Clark shook his head. "I didn't want you to do something that could get you hurt again. I didn't want to lose you. Can't you understand that?"

Still cradled in Clark's arms, Leo pulled back slightly, tilting her head up to his, a delicate smile collecting each fragment of shattered steel with care. "Clark, that's just my nature," she chided gently. "Would you want me to be anything **other **than what I am?"

She caressed his cheek lovingly before weaving he fingers through his silken hair. For the millionth time, she marveled at how soft it was. I could stay like this forever and never get tired of it. "You're a lot of things Clark, but never cruel. By keeping everything bottled up, you're telling me that I don't matter. You're telling me that you don't love me."

Clark shivered at the electricity of her touch. "Leo," he murmured, his head gravitating automatically into the soft graze of her hand…

Completely open.

Completely vulnerable.

_**Time for the kill.**_

Leo showered Clark in the warmest, most breathtaking smile he had ever seen, her gentle caresses never leaving him. "Share your troubles with me, and I would give you my heart – and we will always be together."

A spark – that glimmering ember of hope lit in Clark's eyes. "I don't want to be alone with this anymore," he confessed softly.

"You don't have to be," she answered with equal sincerity, drawing him in.

He nodded, grateful and relieved. Even more so than Jor-El, she was offering him a second chance at life. At happiness. If his past sin was inaction, he wouldn't make the same mistake twice…

Leo brushed her lips softly against his, her eyes watering with tears of triumph.

_**Checkmate.**_

* * *

She wasn't sure whether to laugh or cry. _How did I miss something so obvious?_

Standing in front of the altar in the hidden chamber of the Kewatche caves, she shot Clark an annoyed expression. "Exactly when were you planning to share this with me?"

_And why the fuck did I have to wear a winter coat down here in the middle of spring?_ She was practically melting beneath the layers.

Clark laughed nervously – the first smile he had cracked in days. "I've rehearsed this like a thousand times." He took the octagonal key from his pocket. "Leo, what I'm about to show you.. may change the way you feel about me."

_Oh no you don't. _Leo squeezed his arm supportively, pasting an encouraging smile on her face to mask her growing impatience. "Clark, whatever it is, it's okay."

She watched his features darken, and his mouth pull into a grim, flat line as he considered her carefully for a moment. The decision made, he reached out to take her hand and silently led her closer to the octagonal keyhole on the stone altar.

"What are we doing here?"

He could feel the heat building behind his eyes. He swept her up into his arms, his lips curling into a wicked smile. "Something you'll never forget," he replied, reaching down to put the key into the slot in the altar.

Golden light poured out, surrounding them, completely blinding Leo, gently enveloping them in a cocoon of something warm and bright and good…

The bracing cold slapped her first, then the whirling snow stinging her face.

Leo blinked._ Well this is different._

While she had traveled with Clark at super speed before, this experience was totally alien._ Teleportation?_

Perched in Clark's arms, Leo surveyed her sudden change of surroundings with awe, standing atop an icy platform amongst the stalagmites of the alien ice fortress. A column of light rose from the collection of tubes and crystals in front of her, light that seemed to climb into infinity. Glowing streams of fractal patterns flowed up from the center of the chamber; a chamber so vast, she could not see its top…

"I must admit Clark," Leo muttered absently, "This is a big step up from the barn."

Clark saw Leo's slack-jawed expression and panicked. He was nervous enough about showing her all this, of possibly exposing her to Jor-El's wrath…

But he was even more worried of how this would change Leo's impression of him.

Knowing he was an alien was one thing.

But actually showing her all this was another…what if it was too much? "Leo, I wanted to talk to you about the place earlier, but you didn't know about it." Then realizing that statement was absurd, Clark sputtered on. "I-I mean, I was going to show you the place, but, well, Jor-El – I mean, the computer voice thing that talks for Jor-El – uh – I didn't know if he – it – would let you here. You see, you don't understand…"

Clark ground to a halt, desperately trying to reassemble his thoughts, which now bore a close resemblance to a shipwreck.

Leo took pity on him. His obvious nervousness was harmless enough.

_Besides, there'll be plenty of time to extract the answers to ALL my questions. _

_**Soon.**_

Leo smiled up at him serenely. "For the first time, I think I do." She squeezed his hand gently. "You live among us as a mild-mannered farm boy. But secretly you're a strange visitor from another planet, sent here to save us." To save me…

Clark frowned slightly. No matter what some old legends or cave painting claimed, he was no savior! "That's not what I'm doing at all…"

"It's a brilliant disguise, Clark," she continued, ignoring his denial, "You don't even need a mask."

He shook his head pleadingly. "I'm not trying to be any of that Leo."

To no effect. It was almost as if Leo hadn't heard a single word he said.

She wound her arms around him lovingly, kissing him tenderly. "You really **do **trust me," she whispered, her voice trembling with a hope and optimism she had never DARED herself to feel – for anyone.

Her eyes bore into Clark's intensely, brimming with tears of hope and joy and love. "Don't you see?" she pleaded, delicate voice cracking. "With everything you have, with everything you can do, **think** of everything we could accomplish together!"

_He would be the world's greatest hero._

_He would be __**my**__ hero._

After all her sacrifices, after all the pain, she finally understood, wrapped in the arms of her savior, standing in this grand hall of alien grandeur. I was being prepared for a much greater destiny. OUR destiny. Together. "Can't you see it, Clark?"

Clark didn't have a reply for that. He stared at Leo, realizing that this was a side of her he'd never seen before – that detachment, that dark intensity. While Leo had always been a driven individual, this was the first time she ever seemed…a little…_crazy_.

Clark regarded her quietly for a moment, and a hundred thoughts flit across his expression. For the first time, Clark started to wonder if his dad might not have been a little **right** to worry about Leo.

There were suddenly so many adjustments to make that Clark didn't know where to begin. His father – his **real** father – would not be there to help him this time.

All Clark did know was that secrets would only continue to rip them apart. While he worried about how Leo might react to learning her role as Jor-El sometime sock puppet, he couldn't imagine any reason would mean anything if it meant that he would lose the woman he loved.

_And that's all that matters._

After losing his dad, Clark wasn't sure he could endure that.

Leo trembled in his embrace, a volley of joyous tears being released on his shoulder. Clark held her until the sobs subsided and her shaking ceased. He stroked her hair for its warmth, and the comfort it invoked. He whispered soothing words because there was little else left to say. A pang of doubt still lingered, the shadows of his father's past warnings still in the back of his mind.

He was now being as open and honest about himself and his life with her as he could ever be – just as Leo had always wanted and Jonathon Kent had always feared.

Clark just hoped he was making the right decision.

When she finally pulled back, Clark brushed traces of tears from her cheeks. "Hey, I thought you were here to cheer _me_ up," he pointed out with a rueful half-smile.

Letting out a breath, she ran a hand through her hair with a soft laugh. "Oh, I have my ways," she replied in a husky whisper, her soft body melding into his. Nuzzling his ear affectionately, she added, "Thank you for this. You'll see. You'll never regret it."

* * *

"Woah." Mercy took in the alien ice palace with a wondrous glance. "Is this his house?"

Leo shook her head. "You might think so. Most would. From what Clark tells me, it's more like a monument to a long dead and extremely powerful civilization. It's construction goes way beyond any known architectural theory…"

Her voice trailing off, Leo's face screwed up into a slight frown.

Mercy's warrior instincts pricked up. "What's wrong? What's the matter?"

"Nothing," Leo replied, the familiar Luthor mask of indifference slamming into place.

While she had grown to trust Mercy more than any other employee, Leo was not one to share her innermost thoughts with others so easily. Truthfully, it was Clark's continued reticence about how he found Jor-El's lair that still bothered Leo. From Clark's guilt-ridden facial expression and garbled explanation, it was obvious he was still holding out on her.

Leo wouldn't rest until she learned it **all** – and until she had eliminated Jor-El's threatening presence from Clark's life forever. No matter how powerful Jor-El might be, Leo was not intimidated. If anyone understood what it meant to defy a powerful controlling father, it was Leo.

_Dad taught me well._

However, confronting Jor-El was going to require more than a big pile of Kryptonite; her rather painful assault on Clark's ship during Jor-El's last outburst had taught her that much. Besides, this massive alien fortress posed a far bigger threat than that tiny escape pod.

To slay this alien monster, Leo knew she would require both help and knowledge. Given all of Mercy's extensive experience in battling powerful supernatural phenomena before, Leo felt confident bringing her in as back up.

_Besides, with all the secrets I'm holding over her, I don't have to worry about her betraying Clark's secret._

Drawn to the elevated crystalline control panel like a magnet, Leo confronted it with the sullen stare of a deadly nemesis. Even the majestic contours of the slots and crystals mocked her primitive ignorance, practically daring her to try something.

Cursing quietly, Mercy stumbled on a stone behind Leo. "Personally, I think this place is a little boring," she grumbled. "Everything is all white. Why doesn't this 'Jerry' guy put up some pictures? Maybe some bullfight posters."

Leo frowned at her. "Don't touch anything," she hissed.

Mercy stuck out her tongue at Leo in response – after her head was turned, of course. Personally, Mercy had a tough time seeing the threat. _Sure, the giant ice palace was cool looking, but what's the big deal?_

After defeating Glory, an exiled Hell-God, and the First Evil, the Slayer didn't see why E.T.'s fancy igloo in the Arctic had Leo so worried. "Soo, this 'Jerry' guy is the Big Bad who is trying to turn Clark into some alien conqueror and take over the planet, but YOU don't think just blowing this place up is such a good idea….So WHY are we here again?"

Leo sighed, but placated her companion with a nod as she tried to explain. "Sometimes, just 'blowing up' whatever looks like a threat isn't always the wisest policy," Leo explained patiently, briefly recalling the last time she tried simply blowing up an alien threat, running her fingers through her hair. "The last time I tried that, I barely escaped alive."

Not that Leo ever regretted the decision. If she had to do it again, she would, without hesitation. Anything – to protect the man she loved. "It's not every day one has a near death experience," Leo explained. "And what I realized then is that ALL I WANT – more than anything – is to live happily ever after."

Mercy nodded sympathetically. After all her personal trauma, that didn't sound like too much to ask.

Then, Leo's placid calm hardened, a frigid mask of cold determination descending over her face like a dark shroud. "And do you know what the secret to that happiness is?"

"POWER."

A cruel and capricious God took her mother away – just as another cruel, distant figure took away Mr. Kent…

_And almost took me, tormenting Clark the whole way…AND THERE WAS NOTHING I COULD DO ABOUT IT!!_

That was unacceptable. And Luthors changed the things they didn't like.

"**Money and power.**" Raising her chin imperiously, Leo explained. "See, once you have _those_ two things, you can secure EVERYTHING else…and **keep it that way**."

She wanted Clark.

She wanted professional success.

She wanted happiness.

**She wanted it all…**

Mercy frowned. She had heard similar rants before, from numerous demonic villains…just before she killed them.

_But this is coming from Leo. _

Suddenly, the Slayer's moral compass was swinging wildly, no longer able to find true north. "You can't be serious. There has to be another way."

Leo frowned right back. "But who am I hurting here? Some computerized ghost in a giant ice sculpture?"

"And yet, I suspect you never did tell Clark about our little field trip here, did you?" Mercy asked pointedly.

"Clark and I have an understanding," Leo replied stiffly.

_Well, sort of._

_After all, if Clark __**really**__ didn't want me to explore this place, he would have hidden the octagonal transport key in a better hiding spot._

At that, Leo just shook her head. _Hiding it in your Bible, Clark?_ He was practically **begging** her to borrow it and snoop around, wasn't he?

Besides, if she told Clark, he might cut off her access to the Fortress and all the vast information and awesome power it contained…

_The power I need to protect Clark, of course._

"Somehow, I'm not sure farmer John would see it that way," Mercy observed.

"I hardly require a lecture in ethics from **you,**" Leo retorted.

Mercy almost visibly recoiled from Leo in shame. "That was different," she choked out, the shame and guilt constricting around her throat. After some of the services the Slayer had performed for Wolfram and Hart, Leo's breaking-an-entering was almost wholesome by comparison.

"This **is **different," Leo countered fiercely. "This time, I'm securing the means **I** require to protect **MY** loved ones…**BEFORE** some demon slaughters everyone I love in the dead of night!"

Mercy tightened her jaw, fists clenched and shaking in a flash of rage…

And then her fists relaxed, her head sinking to the ground as she suddenly realized…

"You're right," Mercy admitted quietly — almost too quietly for Leo to hear. If she had been a **real** hero, if she had been willing to do what was necessary…

_My sister would still be alive; My friends would be safe; the last few hellish years would never have happened. _

Mercy took a deep breath – the consummate warrior, she shook off the pain, focusing on the next battle. No matter what she had done or failed to do, she was still the Slayer, and her friend – perhaps her last friend in the world – still needed her help. "So what do we do from here?"

Leo grinned magnanimously in victory, their previous argument forgotten. "Power – power over other beings – is the one and only thing worth having, the only thing that can protect the ones you love from the demons of the night. So the question arises: how do you become powerful?"

Reaching for one of the large crystals protruding from the control panel, Leo twirled it in her fingers. "The answer is simple," she continued, gazing at it pensively, "**Information** – the universal commodity – which is well within my grasp."

Without hesitation or forethought, Leo plunged it into one of the open slots of the panel.

The crystals began to radiate and glow brightly…ominously.

Leo didn't seem disturbed or surprised in the least.

"Are you sure Clark only brought you here the one time?" Mercy queried. "You act like you've been here before."

Leo rolled her eyes. She would have snapped at her companion to shut up and mind her place, except…

_I __**have**__ been here before._

She didn't know how, she didn't know when, but Leo KNEW she had been here before!

"The possibilities," Leo murmured. "Endless possibilities. Come to life."

Suddenly, a bright flash blinded them, and the rest of the fortress disappeared. Leo and Mercy were suddenly suspended in a vacuum of infinite black space, a bluish force field holding them in place, a blinding light shining down on them from above.

Leo basked in the warm light…and she KNEW everything would be all right.

She KNEW she was connected to this place, even if she didn't know how…

**My son.**

**You do not remember me.**

**I am Jor-el. I am your father. By now, I will have been dead for many of your years…**

Trapped beside Leo, Mercy shivered nervously, her instincts rebelling against being trapped in such a confined space. "Can he see us?"

"No," Leo replied absently, gazing at the light shining above them, "He's dead."

**Embedded in the crystals before you is the total accumulation of all literature and scientific fact from dozens of other worlds spanning the 28 known galaxies. **

**There are questions to be asked.**

**Here in this – your Fortress of Solitude -- we shall try to find the answers together.**

Leo's lips slowly widened with wicked glee, cracking into a very satisfied smirk.

**So my son… **

**Kal-El…. **

**Speak.**

Leo's smirk widened into a radiant smile.

_EVERYTHING I ever wanted…in the palm of my hand._

"Tell me everything."


	39. Chapter 34

All previous disclaimers apply.

Spoilers: Whisper

**Chapter 34**

"Tell me everything."

A blinding, golden flash.

By the time Leo adjusted her eyes, her vision was flooded by a tidal wave of strange, alien symbols, stretched across a vast horizon as far as she could see, floating tranquilly in the air around her….

_File names_, she realized. Even though she didn't know how or why, Leo could automatically decipher what every one of them meant.

Leo's eyes widened with child-like wonder. All the knowledge of the universe, laid out for her to snatch from the air at leisure…the history of entire alien civilizations unheard of by man, the philosophy of God-like beings who roamed the universe when the dinosaurs were young….

And then a host of other titles Leo could barely **begin** to identify. Temporal Mechanics, Quantum Dilation Architecture, Spiritual Ascension….

That was when Leo ran across a title she _could_ clearly understand: **RESTRICTED.**

Leo arched a skeptical eyebrow. All this knowledge and power laid at her feet, what could Jor-El have considered so sensitive?

Impulsively snatching the symbol from the air, she was blinded by another dazzling flash of light.

Dark spots blotting her vision, she saw a shimmering altar of pure energy take shape before her, with a pentagonal shield and a stylized "S" at the center protruding from it.

"What the hell is that?" Mercy demanded hushly. Those were the first words she had uttered for what felt like an eternity, weird letters and light buzzing around her head like insistent fireflies. The Slayer instinctively tensed beside Leo, a coiled serpent ready to strike. This whole light show smacked of untold power and wickedness to the left of witchcraft.

Leo never took her eyes off of the strange "S" symbol on the altar. She began raising her hand to touch it, as if driven by some force of understanding that was beyond her. "This is what we came here for."

Mercy grabbed her arm roughly. "What are you doing?" she demanded. "We don't know what will happen. I thought you said **not** to touch anything!"

Leo shrugged her off, glaring. "I told **you** not to touch anything," Leo snapped acidly. "I know what I'm doing. Stay out of my way!!"

Ignoring her underling's petulant frown, Leo extended her hand to the symbol…some sort of interface. Leo guessed it was touch activated; she didn't believe she was in any danger. After all, Jor-El had invited her. There didn't seem to be any security to restrict their movements, and Leo felt attached to this place.

It belonged to her.

_It's __**mine**__!_

* * *

Inside Weisman's Jewelers Shop, Clark spoke to the elderly jeweler in insistent tones, casting a nervous glance at the expensive-looking jewelry in the case. "Um, it's just that my mom's birthday is coming up, and I wanted to get her something special."

_And maybe a little something for Leo._

His cheeks glowed. Just before she left for her business trip yesterday, Leo greeted him in her study, wearing nothing but a pair of stiletto high heels and a smile.

Clark could only shake his head at that. After what he had done to his own dad, Clark wasn't sure he deserved to feel that good. Actually, some of the things she did for him…to him…probably **is** illegal in Kansas…

Cheeks glowing a little brighter, Clark tried to summon his mind out of the gutter.

After all Leo had done to comfort him after his dad's death, Clark really wanted to give her something meaningful: Kyla's old silver Kewatche bracelet, the bracelet intended for Naman's great love.

Not that Clark expected Leo to know its significance, or that Clark even believed in the old Kewatche prophesies about his "heroic" future, his so-called destiny. All he **did** know was that he wanted Leo to have it.

What he **did not** know was where he put it.

At first, Clark could have sworn he had thrown it into his closet, behind his basketball. However, when he went to look for the bracelet, it was gone. He swept both his room and the barn with x-ray vision – **twice** – and _still_ couldn't find it.

_I wonder if mom put it away somewhere while she was cleaning? _

Mr. Weisman nodded sympathetically, well acquainted with Clark's familiar dilemma, faced by countless young men everywhere. "Well, last time Martha was in, she made a point of trying these on," he offered helpfully, showing off a set of small diamond earrings.

Despite their beauty, Clark winced when he saw the price tag. "Did she try anything on that didn't have four numbers in the price?" _Definitely need to find that bracelet._

As Clark and Mr. Weisman spoke, neither acknowledged the inconspicuous figure named Nathan Holn who entered, slinking low in his worn jeans and a gray hooded sweatshirt.

Meanwhile, Mr. Weisman chuckled good-naturedly. "Well, I just got in some nice costume pieces from a local designer. Quite unique."

The jeweler put another jewel box on the counter and opened it, removing a pin with a small kryptonite stone as its main jewel. "Straight from outer space," he grinned.

Clark backed away, breathless. "Thanks, but I'll keep looking," Clark muttered through clenched teeth.

On the other side of the shop, Nathan put the tips of his fingers against his throat on either side of his voice box. A crunching sound followed by a low rumbling gurgle, his voice box vibrating up and down rapidly.

When he removed his fingers from his throat, he emitted a high-pitched piercing noise from his mouth, his lips quivering from the sheer intensity of the sound. Everyone in the shop screamed and covered their ears, howling in pain.

His partner – a burly man wearing ear plugs and a nylon mask – entered the shop as glass from the display counters shattered, spraying customers with glass shards…

Despite the pain from the aural assault, Clark caught sight of the gun the masked man pulled from his waistband. Blocking out the pain, Clark managed several small bolt of heat vision aimed at the gun…just as the glass counter where the kryptonite jewel was sitting shattered.

Clark's heat vision reached the gun, causing the masked man to drop it, but not before some of the heat collided with the flying kryptonite jewel.

The heat bolts reflected off the jewel, sending a green bolt of light back at Clark, hitting him directly in the eyes….

Clark fell to his knees, holding his face, screaming.

By then, Nathan was finished with his shrieking, and the jeweler had sufficiently recovered to pull out his shotgun from behind the counter and point it at the masked robber, who had dropped his own weapon. "Not another step," Mr. Weisman warned shakily. "The police are on their way."

In the confusion, no one noticed Nathan flee from the store on foot.

Nor did anyone immediately take notice of Clark still on his knees; dazed, disoriented…

And blind.

* * *

Leo was screaming.

She dimly heard Mercy's cries, but they were nothing compared to the deafening thunder in her ears. Her hand burned with scalding pain the moment she touched the symbol, and her hand was now melded to it, knives of fire stabbing all of her hand's flesh within the borders of the alien mark.

Mercy's expression was lit red by the glowing symbol torturing Leo.

Mercy tried to grab Leo's arm to pull her away, but a mysterious force flashed as soon as she grasped Leo's arm, hurling the Slayer backward like a rag doll.

"THE BOX!!" Leo shrieked with a guttural yell. "OPEN THE BOX!!"

Shaking off the blast, Mercy remembered the annoying lead box protruding from her coat pocket. Before coming to the big alien igloo, Leo had insisted that Mercy bring the small lead box with them. _For protection_, Leo had said.

Pulling the box from her coat pocket, Mercy opened it to discover…_a rock?_

"You gotta be kidding," Mercy muttered. But looking over, Mercy could see Leo's face, her agonized expression lit red by the alien "S" symbol on the glowing altar scalding her hand.

_Oh well._ Grasping the green meteor rock in a tight fist, the Slayer sprang into action with her usual plan:

**Hit it until it breaks.**

* * *

Holding Clark's arm, Pete walked beside him down the main hallway before first period. Despite their slow motion, they made steady progress as the other students made way, mumbling in low tones as they watched them.

Clark grimaced beneath his dark sunglasses. "Everyone's staring, aren't they?"

Pete chuckled awkwardly as they reached Clark's locker. "They're just digging your shades."

Clark smiled. In light of Leo's absence – her secretary claimed she was still "incommunicado," locked in some delicate, closed doors negotiation in Hong Kong – it was reassuring to know that Pete was still there for him. Best buddies since the sandbox; Clark hoped that would never change.

"Hey man, let me give you a hand," Pete said as he started to work the combination lock. "I've been up on this combination since the third grade."

Despite the easy grin, however, Pete was genuinely worried about his friend. _Losing your dad, and then losing your sight __**in the same month**__? _

_Man, and I thought __**I**__ had it rough._ His own parents had been fighting more and more until the last couple months…and now, they didn't speak to each other at all. The sullen silences, the angry stares – the tension at home had grown so thick, he had taken to sleeping at the Torch office some nights, just to get away from it all.

Even worse: he couldn't talk to anyone about it. Telling Chloe seemed too embarrassing, and he and Clark hadn't hung out much this year, even before Mr. Kent died – _thanks to his bitchy new girlfriend._

Even though Leo and Clark weren't "officially" a couple, everyone in town knew better. Objectively speaking, Pete couldn't even blame Clark too much for that one, no matter how much he resented the Luthors. Leo was undoubtedly HOT, a perennial favorite on Maxim's Top 100 Sexiest Women Alive.

_After all, Clark is only human._

_But where is she __**now**__, when Clark needs her most?_

_Probably spooning with some beefcake on a beach in the Bahamas._

Not that he could ever say that to Clark. Even if your best boy's girl was the biggest slut in Kansas (Pete read the tabloids as much as anyone), there were some things you just couldn't say – even to a friend. _Especially to a friend._

"If it helps, the guy who did this landed on my mom's court calendar," Pete offered grimly, guiding Clark's hand to the open locker. "Somehow, I don't think Judge Ross is gonna be giving this Masterson guy they caught any breaks."

Clark smiled as he finished taking books from his locker.

Pete swung the locker door shut.

Then Clark's head exploded.

Or maybe just his ears. The locker slam…footsteps of passing students…the zipping of a book bag…EVERY SOUND was suddenly amplified, like jet engine turbines roaring next to his head. Clark grimaced painfully, grabbing his ears and screwing this eyelids shut, desperate to shut out the deafening cacophony of sound.

"Clark," Pete said urgently, "What's the matter?"

"Pete, did you hear that?"

He shook his head. "Hear what?"

"_Hello."_

The sudden roar of noise subsiding, Clark could make out a specific voice in the background. _Chloe?_

"_Hello—"_

Pete frowned, totally confused._ "_She's not here, Clark."

"_Hello?"_

Clark swallowed hard, just nodding absently. "Sorry, my mistake."

But even as Pete lead him away, Clark screwed his blind eyes shut, struggling to concentrate on her voice…

"_What do you want? I'm at school. This isn't the best place to talk. I'm done with this." _

"_**Is this line secure?"**_

"_No one can hear me. I can't believe you're calling me, especially after everything that's happened. Look, I told you before, my researching Clark days are over." _

"_**Really? I have such a vivid memory of that young reporter, just eager to work for the Daily Planet, as an opportunity I provided for her -- with only one requirement." **_

"_Well, I gave you all the information I had, Mr. Luthor."_

Clark's eyebrows shot up as he listened in total disbelief.

"_**Look, you have to look at Clark Kent as a work in progress. Tell me it didn't arouse your instincts as a journalist when you learned about Clark's sudden blindness – especially when the other people at the scene were treated with hearing-related traumas.**_**" **

"_Look, you're gonna have to find someone else to connect the dots, Mr. Luthor, because I'm done with this." _

"**Miss Sullivan, ****I** **expect a full report from you on Clark Kent by—"**

The bell rang. Clark gasped at the noise.

"Clark, what's happened?"

"Pete, I'm not feeling well," Clark sputtered. That much was certainly true. "You have to get me home right away."

* * *

"Did you have to smash the entire console?!" Leo fumed. As if punctuating her remark, a burst of sparks flew from the damaged remnants of the crystalline console, most of the panel blackened and smoking, with shards of crystal littering the floor of the platform.

Mercy merely shrugged. "If you want, I could set your hand on fire again," she offered sweetly.

Leo just frowned, clutching her burned hand to her chest.

"Let me take a look," Mercy sighed. A hardened veteran of countless battles and countless more injuries, she was no stranger to grisly wounds. Taking Leo's clenched fist in both her hands, Mercy gently pulled it away from Leo's chest and turned it upright. With one hand, Mercy held Leo's injured hand firmly while she uncurled her clenched fist with the other.

Leo gasped as the skin on her fingers broke at the knuckle joints. She gritted her teeth as she sternly held in the tears that were brimming, unwilling to show any weakness in front of the Slayer.

Even Mercy winced at the sight. "Ooo, sorry about that." The smell of burnt flesh turned Mercy's stomach. Leo's skin was bright red and looked melted, all smooth and shiny, without any fingerprints or creases. Where the creases had been on her knuckles and palm, there were now ugly cracks in her skin, which were oozing blood and pus.

"I'll get the med kit. Stay put," Mercy said tersely, walking briskly back to the rucksack of supplies Leo had insisted they bring. The Slayer shook her head. _Leo may be a little stuck-up, but the girl definitely comes prepared._

But as Mercy retrieved the first aid supplies, Leo stared at her injured hand intently. The burning sting had suddenly disappeared. Instead, the pain was replaced with the sharp sensation of freezing cold. It felt like her hand had been plunged in ice water. She was unable to control her arm as it stretched taut, her fingers starting to bend backwards as they stretched to their limits….

Miraculously, the oozing cracks healed shut, the crimson skin faded to its normal color, and all the fingerprints and creases of Leo's hand emerged again from the smoothness. When her had had healed completely, her arm went slack and dropped to her side.

Leo frowned pointedly examined her hand more closely, running her finger over the now healed palm. It _looked_ almost normal, except for a slight discoloration in the center. As she stared at the mark, it became more prominent: it grew to take up the whole center of her palm and was steadily darkening. Within moments, it was a darker shade than the rest of her skin…

It wasn't unnatural, but it was definitely noticeable: a pentagonal shield containing a stylized "S."

_The mark of Jor-El._

_The mark of the enemy. _

Leo's face burned hotly, a mixture of embarrassment and anger: embarrassed at failing again so clumsily, and angry at being branded like some sort of baby calf.

If she had possessed heat vision, Leo would have burned the image in effigy. She'd almost rather lose the hand than suffer the humiliation of bearing that mark, the ultimate harbinger of doom.

_Damn the alien. Clark is MINE!!_

And no one was going to take him away…

* * *

Clark's ears pricked up at the approach of a high pitched motor pulled up to the loft. His hope rose as he traced the sounds of light footsteps entering the barn and climbing the rough stairs to the loft…

_Leo?_

"Clark?"

His hopes crashed bitterly on rocks of anger and betrayal.

"Chloe."

"Hi," she said softly, tentatively resting a hand on Clark's arm. "Look, as much as I try and avoid unbearable cliches, if there's anything I can do, just…"

Clark recoiled from her touch, walking several paces away. "I-I'll manage," he sputtered, trying to put up a wall of indifference. " You didn't come all the way out here to check out the blind guy."

"Actually, I'm on something of a mission," she explained. "Have you seen Pete?"

Clark cocked his head toward Chloe, reacting to the word "seen".

Chloe winced, kicking herself. "Sorry. It's, um ... we were supposed to meet this morning and double-team on my Daily Planet column."

Clark worked his jaw. "The column Lionel Luthor helped you land?"

A ball of ice knotted in Chloe's belly. "What's that supposed to mean?"

"I may have lost my sight, but things are becoming much clearer now," Clark frowned. She had been his friend. He had trusted her. _How could she do this to me?_ "Exactly how long have you and Lionel been looking into my life?"

A heavy silence lingered.

Chloe's lips automatically began mouthing an earnest denial, but something in Clark's sharp expression stifled any sound from escaping her lips.

Swallowing hard, Chloe squared her shoulders, mentally steeling herself for the ordeal ahead. Out of loyalty – out of friendship – she owed him the truth…

Even if that truth cost her the boy whom she would never stop loving. "Since last spring," she answered quietly. "The day after you quit the Torch."

"Is that why you did this?" Clark demanded.

Chloe opened her mouth to answer, her lips moved, but the words never came.

"Your silence is deafening," Clark muttered disgustedly. "What did you give him?"

"Nothing," Chloe snapped defensively. "At least, nothing he didn't already know."

"Then what **is** he sharing with you?!"

"Nothing," Chloe snapped again. However, her defensiveness tone quickly melted into an apologetic tone as her voice quivered. "Believe it or not, Clark, I-I was just--I was trying to help you."

Behind his dark glasses, Clark rolled his eyes. His anger, his hurt grew with each sentence, still stunned that Chloe could do this to him. "By spying on me."

"No, by just trying to understand why he's so intrigued with you," she insisted, nearly pleading.

"And if the Torch got a few new computers and you made a name for yourself at the Daily Planet, that was okay too," Clark retorted irritably. "For all the times you accused me of keeping secrets, how could you do this to me?!"

"I was…" Chloe shook her head. _Jeez, Clark, I don't even know, either. It just happened!_ "He just, he caught me at an especially bad time. And I caved," she admitted quietly. "I've been trying to get out of it ever since, but when people like Lionel Luthor have you, they don't want to let go…"

Her pulse racing, a tear crawled down her cheek as she desperately sought solace and understanding from the sweetest, most understanding person she knew. "You know, I thought that you out of all people would understand making a stupid decision in a moment of weakness. But I guess I was wrong."

Her dignity in tatters, she fled from the barn, gunning her cars engine to flee the source of her pain.

But as angry as Clark appeared, inside he was torn. A part of him wanted to chase after Chloe, to forgive her, to hug her, to reassure her that everything would be okay…

But the other part of him – the bigger part – refused to let go of that anger. Having to constantly repress so much of himself his entire life, he simply could never fully forgive such a betrayal – **not** from someone who had been **that** close to him.

_Besides, I know what a __**real**__ friend is._

And even more than his eyesight, Clark found himself missing Leo even more. Clark instinctively knew that he could always trust Leo, no matter what her other faults…

And besides the shining beacon of his lover's unflagging loyalty and support, Chloe's infamy stung that much more.

Maybe he could bring himself to forgive his **former** friend…

Maybe.

_But not today._

* * *

Standing before one of the alternate crystal panels in Jor-El's fortress, Leo chewed her lip pensively.

_Okay, so the direct approach didn't work. _

And in hindsight, reaching straight for the "file" marked "restricted" probably wasn't her brightest move, though she wasn't sorry for trying…

A quick victory wouldn't work…but perhaps a slower, more deliberate siege strategy would work. After all, time was on her side.

Hunching over the crystal panel, Leo intently settled back to work…

Unfortunately, Leo did not realize the unintended attention she had drawn to herself, from peering eyes millions of light years away.

Like a predator stalking prey, the Brain Interactive Construct – Brainiac – cruised that cosmos, scanning the infinite void of space with a singular, unyielding intensity with efficient silence.

There was nothing but the mission: the salvation of Krypton.

More than a decade searching and there wasn't any real urgency in this creature. It was an AI programmed to protect Krypton, programmed to follow directives. Urgency required a depth of self-awareness that Braniac as yet failed to possess. If this line of inquiry failed to produce a satisfactory result, it would begin again without frustration, without disappointment…

At least, that was how it was supposed to go.

Brainiac was self-aware to the extent that it monitored its sub-routines. It had the ability to process unique information and adapt to new situations. It was only natural that over the years, some of the protocols failed and despite routine self-tests and self-maintenance corruption occurred. Brainiac didn't recognize the delicate buzz of anticipation dancing across its neural paths.

It didn't detect the beginnings of a fatal corruption – independent thought.

When a Kryptonian intruder beacon from the House of El, accompanied an anomalous surge of energy – **from a Kryptonian source!** – was detected in the neighboring galaxy, Brainiac immediately set course to investigate this promising new anomaly…

* * *

Driving down the road near the Kent farm, Pete Ross pulled over when he spotted Clark sitting on the fence. "Clark," he called out. "Your mom was ready to start gluing your picture to milk cartons. How'd you get out here, anyhow?"

"I walked." Climbing off the fence, Clark merely shrugged. "Turns out I do know every inch of this farm." I just couldn't take all the noise.

But that was impossible to share with someone who didn't about his abilities.

Pete just laughed heartily and steered the conversation back to neutral ground…

It was times like this that Clark wished he had a guy friend to talk about this stuff with. As great as Leo was, she tended to get a little obsessive. A small part of him even entertained the idea of telling Pete. After all, what could be the harm? For all the gloom and doom his father had predicted, telling Leo hadn't led to the end of the world…

Cocking his head slightly, Clark heard the rattling sound of a noisy vehicle approaching, like chains scraping on the ground. "Did someone follow you?" he asked.

"No. Why?"

The clanging got louder as Clark grimaced, covering his ears.

"Clark!"

The noise got louder until a tow truck pulled up, and a boy got out.

A boy named Nathan Holn, who had worn a sweatshirt during the jewelry store heist just days earlier. "Ross!" he snarled. "Get in the truck!"

"Pete, what's going on?" Clark shouted over the cacophony of sound assaulting his ears. Even though the truck had stopped, the barrage of sound drowning his suddenly hypersensitive hearing was deafening.

Nathan touched the sides of his voice box, causing it to bounce, his lips quivering as the high-pitched screech issues from his mouth.

Clark crumbled helplessly to his knees. "Aaah!"

The windows of Pete's car shattered as both Pete and Clark both fell to the ground, screaming and holding their ears. Nathan stopped making the noise and grabbed Pete, forcing him to stand. "I said get in the truck!"

Clark hung on to the fence as he struggled to get up. "Pete, who is that?"

The rattling of chains shrieked his only answer as Nathan's tow truck roared away.

* * *

Leo watched as the holoscreen filled with what looked like object-oriented code. She knew enough about programming to recognize what it looked like, if not how to code it herself. In a moment, the code began to scroll up her screen so quickly it blurred before her eyes – thousands, millions of lines of it.

Her face was a question. "What are you doing?"

**Creating what you would call a "computer operating system" that will work with all that has come before it.**

Leo blinked. "It's _backward_ compatible?" she asked in awe. "Even with Mac and Unix…uh, human operating systems?" Leo silently scolded herself – she doubted that the alien machine would even know what that meant.

To her surprise, the majestic voice never missed a beat. **Yes.**

Leo's eyes widened with anticipation, eagerly digging out her Blackberry, cursing herself for not bringing an entire technical team with her. "Can this operating system be downloaded into this device?"

A bluish light from above flashed over the Blackberry, alien symbols clouding the tiny screen.

Leo simply stared at the data, considering the implications. While requiring only a fraction of the computing power to run, this Kryptonian operating system was vastly powerful yet easy to use. Leo had little doubt that it could easily handle any feature she could imagine and would _never_ crash!

"LOS," she whispered to herself. _The Luthor Operating System._

_No. The Leo Operating System._

After the bluish light faded, Leo rebooted her Blackberry, looking on in wonder as the new operating system came up in the blink of an eye. In a few flashing screens, it learned everything attached to her handheld. It was graphical, but so quick she felt no lag, launching programs in an eye-blink, even with the ponderous photo manipulation software that was usually so slow. Little touches, grace notes…

Leo's eyes glinted like a predatory wolf. _Bill Gates and Microsoft would become historical footnotes…_

_And __**Leocorp**__ would become an instant Corporate Superpower._

Forget about her father. Silently suffering underneath his shadow for so long, Leo looked forward to seeing him wither beneath hers soon. _No one will even remember his name._

"They didn't find anything by Pete's car?" Martha inquired.

"Nothing helpful," Sheriff Adams answered gruffly, adjusting the CB radio on her shoulder, ears pricked for information.

"Sheriff, whoever took Pete made the same sound Clark heard at the jewelry store. There has to be a connection."

"I understand that, Mrs. Kent, but frankly, your son's "ear" witness testimony isn't much help."

"No, it does help," Martha countered. "It means that the jewelry store robber has an accomplice."

There was a knock at the door. Martha smiled an apology as she went to answer it.

Mindful of Martha's a recent family tragedies, Sheriff Adams barely suppressed a sigh. "In a town of 45,000 people, Mrs. Kent, that doesn't exactly narrow things down."

When she answered the door, Martha's eyebrows flew up in surprise. "Abby?"

"Judge Ross," Sheriff Adams greeted. "You should be home in case there's a ransom demand."

"They just called. I asked your deputy to bring me straight here."

Martha touched Abby's arm comfortingly. "Is Pete all right?"

Abby nodded slightly, the stress lining her face. "So far."

"Have they said what they want?" Martha asked consolingly.

"The pretrial hearing is tomorrow," Abby said, voice shaking, tears pooling. "Apparently, his attorney is going to make a motion to dismiss all charges. If I don't grant it, they're going to kill my son…"

In the loft, Clark's eyes widened with alarm as he listened to the conversation intently.

* * *

Several loud noises from the barn drew Martha's attention: a table saw, a tractor engine, a news report on the radio. As Martha entered, a frustrated Clark knocked the radio off the desk, shattering it.

"Clark!" Martha yelled over the noise. "Honey, what's going on in here?"

"I'm trying to focus my hearing!"

As she turned off the tractor and the table saw, she smiled wanly at her son. No matter what his genetics, he would always be Jonathan Kent's son. "I take it you're not having much luck," she observed sympathetically.

"If I don't get a handle on this, I can't save Pete!"

"Clark, Judge Ross was at the house…"

"I know, Mom, I heard," Clark said, shaking his head. "But playing chicken with the kidnappers is not a good idea. They're gonna kill Pete. I've got to focus. Help me."

He didn't even need to ask.

His mother turned on the power saw, and Clark's super-hearing lessons began…

* * *

Leo had a dilemma.

Reverse engineering this sort of technology in order to reproduce it in a marketable form would require years and tens of millions of dollars of research.

_Time doesn't matter, especially when I know the technology already works…_

Money, however, was problematic. She had already exhausted her available research budget on her Level 3 kryptonite experiments. There simply wasn't enough left to undertake yet another major project.

While Leo was independently wealthy by individual standards, she didn't have anything remotely sufficient in personal funds necessary to pay for this herself. She was not due to inherit the bulk of real wealth – the Luthor Foundation's majority stake in Luthorcorp – until her father's death, and Leo doubted that her father was conveniently going to contract a terminal disease anytime soon.

_I could always kill him for the inheritance_, she thought sarcastically.

Distracted from the miracle on her screen, Leo frowned, her bangs shrouding her darkening expression like thick curtains. _I'll need an investor. But who?_

Given the stakes and the sheer amount of money needed, she would need a heavy hitter. Unfortunately, she didn't trust any of the names that immediately sprung to mind – not even her father.

The problem was one of trust – any investor committing that much money wouldn't hesitate to steal this technology for themselves the first chance they got.

_Thieving vultures!_

_So all I need is someone who I moderately trust that happens to have 50-100 million in liquid capital to invest._ Leo snorted derisively. Unless Clark won the lottery, she knew of no who would fit that description.

She noted the flashing light of her awaiting voice messages on her private line; she knew they were all from Clark.

Leo smiled warmly. No, she had never met a man of his caliber before. No one with such honor, and love, and trust…

At least, not currently…

Leo's eyebrows knitted to a frown. _Oh, not __**him.**_

He _had_ inherited his family fortune as a boy, and he certainly had the capital to spare. However, they hadn't even spoken since college, and their breakup had been extremely messy. She wasn't even sure if he would take her call, or just laugh in her face.

'_No, he would never do that_,' she thought resolutely.

For all his outward bravado, he was the most earnest, trustworthy, honorable man she had ever known. Before she met Clark, she didn't think she'd ever meet another man like that again….

Later that night, after using the portal device to return to the cave in Smallville, Leo slouched at her desk in her study, glaring at her tumbler of Scotch as if it were a mortal enemy. She could hear the ticking of the grandfather clock in the hall distinctly, ticking minutes by at an infuriatingly slow rate.

Unable to procrastinate any longer, she looked up his number and placed the call.

A familiar voice answered, the polished English accent as precise as she remembered it. "Good Evening, Wayne Residence?"


End file.
